Options; Stock Plans. (a) For purposes of this Agreement, the term “Option” means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Company’s 1992 Stock Option Plan (the “1992 Plan”) and the Company’s 1999 Stock Option Plan (together with the 1992 Plan, collectively, the “Stock Plans”)).
(b) At the Effective Time, all Options issued under the Stock Plans shall be converted into the right to receive Option Consideration (as defined below) and the Company shall take all actions necessary so that (A) immediately prior to the Effective Time, each outstanding Option granted under the Stock Plans, including each outstanding Option held by those holders of record listed on the Options Schedule attached hereto, shall become immediately vested and exercisable in full and (B) at the Effective Time, all Options shall be canceled, in each case, in accordance with and pursuant to the terms of the Stock Plans under which such Options were granted. In consideration of such cancellation, each holder of an Option canceled in accordance with this Section 2.02(b) will be entitled to receive in settlement of such Option as promptly as practicable following the Effective Time, but in no event later than five (5) Business Days after the Effective Time, a cash payment from the Payment Fund (as defined in Section 2.03), subject to any required withholding of taxes, equal to the product of (i) the total number of Common Shares otherwise issuable upon exercise of such Option and (ii) the amount, if any, by which the Merger Consideration per Common Share exceeds the applicable exercise price per Common Share otherwise issuable upon exercise of such Option (the “Option Consideration”); provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act.
(c) The Company shall use commercially reasonable efforts to obtain from each holder of an Option issued pursuant to the Stock Plans a written acknowledgment of such holder that effective as of the Effective Time, ...
Options; Stock Plans. (a) For purposes of this Agreement, the term "Option" means each outstanding unexercised option to purchase Common Shares, whether or not then vested or fully exercisable, granted on or prior to the date hereof to any current or former employee or director of the Company or any Subsidiary of the Company or any other person, whether under any stock option plan or otherwise (including, without limitation, under the 1991 Stock Incentive Plan (the "1991 Plan"), the 1993 Stock Option Plan, the Discounted Stock Option Plan for Directors (the "Director Plan"), the 1997 Stock Option Plan and the 2005 Stock Incentive Plan) (collectively, the "Stock Plans").
Options; Stock Plans. Prior to the consummation of the Offer, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all the outstanding stock options (the "Options") heretofore granted under any stock option or similar plan of the Company (the "Stock Plans") or under any agreement, without any
Options; Stock Plans. 10 3.03 Payment for Common Shares and Options in the Merger...................................11
Options; Stock Plans. (a) At the Effective Time, each then outstanding option to purchase Common Stock, whether or not otherwise vested and exercisable (a "Stock Option") shall be cancelled by the Company and in consideration of such cancellation and except to the extent that Parent and the holder of any such Stock Option otherwise agree, the Company shall pay to such holders of Stock Options an amount in respect thereof equal to the product of (A) the excess, if any, of (i) the Merger Consideration over (ii) the exercise price per Share subject to such Stock Option and (B) the number of Shares subject to such Stock Option immediately prior to its cancellation. Such payment shall be less any required withholding taxes and without interest.
(b) The Company shall ensure that following the date hereof (i) no further issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be made under the Company Stock Incentive Plan and (ii) no holder of a Stock Option or any participant in any employee incentive or benefit plans or programs or arrangements or non-employee director plans maintained by the Company shall have any right thereunder to acquire any capital stock of the Company, Parent or the Surviving Corporation.
(c) Prior to the consummation of the Offer, the Company shall, if necessary, amend the terms of the Company Stock Incentive Plan to give effect to the provisions of this Section 4.2.
Options; Stock Plans. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar rights to purchase Shares (the “Company Options”), under any stock option plan of the Company, including the 1996 Stock Option Plan, the 2001 Stock Option Plan or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled. Prior to the Effective Time, any Company Options held by any officer of the Company subject to stockholder approval shall be terminated.
Options; Stock Plans. Immediately prior to the Effective Time, each holder of a then-outstanding employee stock option, whether or not fully exercisable, to purchase Common Shares (an "Option") granted under the Company's 1991 and 1992 Stock Option Plan and 1997 Equity Compensation Plan (the "Stock Plans") will be entitled to receive in settlement of such Option a cash payment from the Company equal to the product of (i) the total number of Common Shares previously subject to such Option and (ii) the excess of the Merger Consideration over the exercise price per Common Share subject to such Option, subject to any required withholding of taxes. If necessary or appropriate, the Company will, upon the request of ICS, use reasonable efforts to obtain the written acknowledgment of each employee holding an Option that the payment of the amount of cash referred to above will satisfy in full the Company's obligation to such employee pursuant to such Option and take such other action as is necessary to effect the provisions of this Section 2.2. The amounts payable pursuant to this Section 2.2 shall be paid as soon as reasonably practicable following the Closing Date and shall be subject to and made net of all applicable withholding taxes. The Company will solicit from each Retained Employee, as such term is defined in that certain asset purchase agreement among 3COM Corporation, the Company and ICS Technologies, Inc., an agreement by each such employee who owns an Option (as defined in such agreement) to accept, in lieu of stock upon the exercise of the Option, the amount of cash such employee would have received if they received the cash payments described in this Section 2.2 (the "Option Payment") which shall be a condition to any agreement by the Company to pay such Option Payment in respect of such Options.
Options; Stock Plans. Immediately following the Effective Time, each holder of a then-outstanding employee or director stock option, whether or not fully exercisable, to purchase Common Shares (an "Option") granted under any stock option or similar plan or separate option agreement of the Company (such plans and agreements, collectively, the "Stock Plans") will be entitled to receive in settlement of such Option a cash payment from the Company equal to the product of (i) the total number of Common Shares previously subject to such Option and (ii) the excess of the Merger Price over the exercise price per Common Share subject to such Option, subject to any required withholding of taxes. If necessary or appropriate, the Company will, upon the request of Parent, use reasonable efforts to obtain the written acknowledgment of each employee holding an Option that the payment of the amount of cash referred to above will satisfy in full the Company's obligation to such employee pursuant to such Option and take such other action as is necessary to effect the provisions of this Section 2.9.
Options; Stock Plans. (a) Each option held by an employee, officer or director of the Company and other eligible holders to acquire shares of Common Stock ("Company Option") that is outstanding immediately prior to the Merger, whether or not then vested or exercisable, shall, simultaneously with the Merger, be cancelled in exchange for a single lump sum cash payment equal to the product of (1) the number of shares of Common Stock subject to such Company Option and (2) the excess, if any, of the Cash Consideration over the exercise price per share of such Company Option, subject to any required withholding of taxes.
(b) Each stock appreciation right held by an employee, officer or director of the Company (an "SAR") that is outstanding immediately prior to the Merger, whether or not then vested or exercisable, shall, simultaneously with the Merger, be cancelled in exchange for a single lump sum cash payment equal to the product of (1) the number of SAR's held by such employee, officer or director and (2) the excess, if any, of the Cash Consideration over $4.00, the fair market value on the date the SAR's were granted. 4 8 (c) Prior to the Effective Time, if necessary, the Company shall use all reasonable efforts to (i) obtain consents from appropriate holders of Company Options and SAR's and (ii) make any amendments to the terms of such Company Options, SAR's, or the compensation plans or arrangements related thereto that are necessary to give effect to the transactions contemplated by Sections 3.2 (a) and 3.2(b). Notwithstanding any other provision of this Section, payment pursuant to this Section 3.2 may be withheld in respect of any employee stock option or SAR until necessary or appropriate consents are obtained. Section 3.3
Options; Stock Plans. (a) Prior to the Merger, the Company Board (or, if appropriate any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to accelerate the vesting of all Company Options (as defined below) and to provide for the cancellation, effective at the Effective Time, of all the outstanding Company Options. Such cancellation shall occur without any payment therefor.
(b) The Company shall take all actions necessary to provide that, effective as of the Effective Time, (i) the Option Plans and the Stand-Alone Options shall be terminated, and (ii) no holder of Company Options or Warrants (as defined below) will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving Corporation, upon the exercise of any Company Option or Warrant.
