Outstanding Equity Awards. (a) Each option to purchase Shares granted under any Company Plan, whether vested or unvested, that is outstanding as of immediately prior to the Closing (each, a “Company Option”) and that has an exercise price per share that is less than or equal to the Cash Consideration shall become fully vested and exercisable as of immediately prior to the Closing and, at the Closing, shall be cancelled in exchange for the right to receive (i) a cash payment from Parent at the Closing to the holder thereof equal to the product of (A) the excess of the Cash Consideration over the applicable per share exercise price of such Company Option multiplied by (B) the number of Shares subject to such Company Option and (ii) one CVR for each Share subject to such Company Option. For the avoidance of doubt, for purposes of the preceding sentence, any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level. (b) At least five Business Days prior to the Closing Date, each holder of a Company Option that has an exercise price per share that is greater than the Cash Consideration shall be provided with written notice by the Company as soon as practicable after the date hereof that such holder shall, during the period beginning on the date of such notice and ending on the Business Day preceding the Closing Date (the “Exercise Period”), have the right to exercise such Company Option by providing the Company with a notice of exercise and a cash amount equal to the product of (i) the excess of the applicable per share exercise price of such Company Option over the Cash Consideration multiplied by (ii) the number of Shares subject to such Company Option, with such exercise conditioned on the occurrence of the Closing. Each Company Option that is exercised pursuant to this Section 2.03(b) shall be settled at the Closing in exchange for, in respect of each Share subject to such Company Option, one CVR. Any Company Option described in this Section 2.03(b) that is not exercised during the Exercise Period or at any other time prior to the closing of the Reorganization (as defined below) shall be cancelled at the closing of the Reorganization for no consideration therefor. The Company shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to effect the transactions contemplated by this Section 2.03(b). For the avoidance of doubt, for purposes of this Section 2.03(b), any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level. (c) Each restricted Share that is outstanding as of immediately prior to the Closing and that was granted or issued under any Company Plan (each, a “Company Restricted Share”) and that is validly tendered (and not withdrawn) by the holder of such Company Restricted Share pursuant to the Offer shall become fully vested as of immediately prior to the Closing, and such tendered Company Restricted Share shall be treated as a validly tendered Share as provided under Section 2.01(d). Any Company Restricted Share that is not validly tendered (or that is withdrawn) pursuant to the Offer shall remain outstanding after the Closing in accordance with its terms; provided that (i) to the extent such Company Restricted Share becomes vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, such Company Restricted Share shall be treated in the same way as any other Share that is not tendered in the Offer under the terms of this Agreement and (ii) to the extent such Company Restricted Share does not become vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, (x) to the extent not prohibited by the applicable award agreement, the Company shall repurchase such Company Restricted Share at the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, for a cash payment equal to the issue price of such Company Restricted Share (in which case, the Boards shall take all actions necessary to effect such repurchase on such terms) and (y) otherwise, the Company Restricted Share shall be cancelled in exchange for the right to receive the Cash Consideration and one CVR.
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Outstanding Equity Awards. The Executive has previously been granted non-qualified stock options (“Stock Options”), shares of restricted stock (“Restricted Shares”), performance units (“Performance Units”), and restricted stock units (“RSUs”) under the Stock Incentive Plan. All such Stock Options, Restricted Shares, Performance Units and RSUs (other than Career Units to be granted pursuant to Section 5 above or addressed in Section 7 hereof) shall hereinafter be referred to as the “Equity Awards.” The Executive’s outstanding Equity Awards, as of the date hereof, are set forth on the schedule attached hereto as Schedule I and, upon the Separation Date, the Equity Awards shall be treated as follows:
(a) Each option The Executive’s outstanding Performance Units shall continue to purchase Shares granted under any Company Planvest as if the Executive had remained employed, whether vested or unvested, that is outstanding as of immediately prior subject to the Closing (each, Executive not engaging in a “Company Option”) and that has an exercise price per share that is less than or equal to the Cash Consideration shall become fully vested and exercisable Competitive Activity as of immediately prior to the Closing and, at the Closing, shall be cancelled set forth in exchange for the right to receive (i) a cash payment from Parent at the Closing to the holder thereof equal to the product of (A) the excess of the Cash Consideration over the applicable per share exercise price of such Company Option multiplied by (B) the number of Shares subject to such Company Option and (ii) one CVR for each Share subject to such Company Option. For the avoidance of doubt, for purposes of the preceding sentence, any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level.award agreement;
(b) At least five Business Days The Executive’s outstanding Stock Options granted prior to December 19, 2007 are fully vested and, subject to the Closing Executive’s not breaching Section 10 below, shall remain exercisable until the first anniversary of the Separation Date, each holder of a Company Option that has an exercise price per share that is greater than the Cash Consideration ;
(c) The Executive’s outstanding Stock Options granted in 2008 and 2009 shall be fully vested as of March 4, 2012 and, subject to the Executive’s not breaching Section 10 below, shall remain exercisable until the first anniversary of the Separation Date;
(d) The Executive’s outstanding Stock Options granted in 2010 and 2011 will continue to vest as if the Executive had remained employed, with all vested stock options remaining exercisable until the later of two years following the Separation Date or six months following the last applicable vesting date for such option grant; provided with written notice by that if the Company makes a determination that the Executive engaged in a Competitive Activity, all vesting shall cease and the portion of the option grant which is vested as soon as practicable after the date hereof that such holder shall, during the period beginning on of the date of such notice determination shall only remain exercisable for one month following such determination; and
(e) The Executive’s outstanding Restricted Shares and ending on RSUs (other than the Business Day preceding Career Units) which vest after the Closing Separation Date (the “Exercise Period”)shall, have the right to exercise such Company Option by providing the Company with a notice of exercise and a cash amount equal subject to the product of (i) the excess of the applicable per share exercise price of such Company Option over the Cash Consideration multiplied by (ii) the number of Shares subject to such Company Option, with such exercise conditioned on the occurrence of the Closing. Each Company Option that is exercised pursuant to this Section 2.03(b) shall be settled at the Closing Executive not engaging in exchange for, in respect of each Share subject to such Company Option, one CVR. Any Company Option described in this Section 2.03(b) that is not exercised during the Exercise Period or at any other time a Competitive Activity prior to the closing of applicable vesting date, continue to vest as if the Reorganization (as defined below) shall be cancelled at the closing of the Reorganization for no consideration therefor. The Company shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to effect the transactions contemplated by this Section 2.03(b)Executive has remained employed. For the avoidance of doubt, for purposes of this Section 2.03(b)Section 6, any performance-vesting Company Option “Competitive Activity” shall become fully vested and exercisable at have the applicable target level.
(c) Each restricted Share that is outstanding as of immediately prior meaning ascribed to the Closing and that was granted or issued under any Company Plan (each, a “Company Restricted Share”) and that is validly tendered (and not withdrawn) by the holder of such Company Restricted Share pursuant to the Offer shall become fully vested as of immediately prior to the Closing, and such tendered Company Restricted Share shall be treated as a validly tendered Share as provided under Section 2.01(d). Any Company Restricted Share that is not validly tendered (or that is withdrawn) pursuant to the Offer shall remain outstanding after the Closing term in accordance with its terms; provided that (i) to the extent such Company Restricted Share becomes vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, such Company Restricted Share shall be treated in the same way as any other Share that is not tendered in the Offer under the terms of this Agreement and (ii) to the extent such Company Restricted Share does not become vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, (x) to the extent not prohibited by the applicable award agreement, the Company shall repurchase such Company Restricted Share at the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, for a cash payment equal to the issue price of such Company Restricted Share (in which case, the Boards shall take all actions necessary to effect such repurchase on such terms) and (y) otherwise, the Company Restricted Share shall be cancelled in exchange for the right to receive the Cash Consideration and one CVR.
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Outstanding Equity Awards. (a) Each At the Acceptance Time, each option to purchase Shares granted under any Company Plan, whether vested or unvested, that is outstanding as of immediately prior to the Closing Acceptance Time (each, a “Company Option”) shall be cancelled and extinguished without any further action on the part of Buyer, the Company, or any holder of a Company Option or any other Person. To the extent that a Company Option is vested as of the Acceptance Time (as determined in accordance with the terms of the Company Equity Plan and agreement evidencing such awards as in effect on the date of this Agreement, including, without limitation, any vesting acceleration provisions) and has an exercise price per share Share that is less than or equal to the Cash Consideration shall become fully vested and exercisable as of immediately prior to the Closing andOffer Consideration, at the ClosingAcceptance Time, such vested Company Option shall be cancelled in exchange for converted into the right to receive (i) a cash payment from Parent at the Closing to the holder thereof Acceptance Time (less applicable withholdings) equal to the product of (Ai) the excess excess, if any, of the Cash Offer Consideration over the applicable per share Share exercise price of such Company Option multiplied by (Bii) the number of vested Shares subject to such Company Option. No interest shall be paid or accrued on any cash payable pursuant to this Section 2.03(a) with respect to any vested Company Option (or, as described below, with respect to any Company Option with vesting acceleration which is triggered following the Acceptance Time). A Company Option which is unvested as of the Acceptance Time or has an exercise price per Share that is equal to or greater than the Offer Consideration shall be cancelled without any cash or other consideration being paid or provided therefor; provided, however, that if, as of the date of this Agreement, a Company Option set forth on Section 2.03(a) of the Company Disclosure Schedule contains a “double trigger” vesting acceleration provision that can be triggered following the Acceptance Time upon a qualifying event or termination of employment, then upon the satisfaction of all of the conditions otherwise necessary for such vesting acceleration in accordance with the existing rights of such holder of such Company Option, Parent shall, within thirty (30) days after the date of the qualifying event or termination triggering the vesting acceleration, provide the holder of such Company Option with a payment (less applicable withholdings) equal to the product of (i) the excess, if any, of the Offer Consideration over the applicable per Share exercise price of such Company Option multiplied by (ii) the number of Shares subject to such Company Option and (ii) one CVR for each Share subject that would have vested had the Company Option been outstanding on the date of the event triggering the vesting acceleration right with respect to such Company Option. For the avoidance of doubt, for purposes of the preceding sentence, any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level.
(b) At least five Business Days prior to the Closing DateAcceptance Time, and without any further action on the part of Buyer, the Company, or any holder of any Company PSU or Company RSU or any other Person, each holder Company PSU or Company RSU which is vested as of a Company Option that has an exercise price per share that is greater than the Cash Consideration shall be provided Acceptance Time (as determined in accordance with written notice by the terms of the Company Equity Plan and agreement evidencing such awards as soon as practicable after the date hereof that such holder shall, during the period beginning in effect on the date of such notice this Agreement, including, without limitation, any vesting acceleration provisions) shall no longer be outstanding and ending on the Business Day preceding the Closing Date (the “Exercise Period”), have shall automatically be cancelled and converted into the right to exercise such Company Option by providing receive an amount in cash from Parent at the Company with a notice of exercise and a cash amount Acceptance Time (less applicable withholdings) equal to the product of (i) the excess Offer Consideration multiplied by (ii) the number of vested Shares subject to such Company PSU or Company RSU. Any Company PSU or Company RSU which is unvested as of the applicable per share exercise price Acceptance Time shall be cancelled without any cash or other consideration being paid or provided therefor; provided, however, that if, as of the date of this Agreement, a Company PSU or Company RSU set forth on Section 2.03(b) of the Company Disclosure Schedule contains a “double trigger” vesting acceleration provision that can be triggered following the Acceptance Time upon a qualifying event or termination of employment, then upon the satisfaction of all of the conditions otherwise necessary for such vesting acceleration in accordance with the existing rights of such holder of such Company Option over PSU or Company RSU, Parent shall, within thirty (30) days after the Cash date of the qualifying event or termination triggering the vesting acceleration, provide the holder of such Company PSU or Company RSU with a payment (less applicable withholdings) equal to the product of (i) the Offer Consideration multiplied by (ii) the number of Shares subject to such Company Option, with such exercise conditioned PSU or Company RSU that would have vested had the Company PSU or Company RSU been outstanding on the occurrence date of the Closingevent triggering the vesting acceleration right with respect to such Company PSU or Company RSU. Each As of the Acceptance Time, each holder of a Company Option that is exercised PSU or Company RSU shall cease to have any rights with respect thereto, except pursuant to this Section Section 2.03(b). No interest shall be paid or accrued on any cash payable pursuant to this Section 2.03(b) shall be settled at with respect to any vested Company PSU or Company RSU (or any Company PSU or Company RSU with “double trigger” vesting acceleration which is triggered following the Closing Acceptance Time).
(c) As soon as reasonably practicable following the date of this Agreement, and in exchange for, in respect of each Share subject to such Company Option, one CVR. Any Company Option described in this Section 2.03(b) that is not exercised during the Exercise Period or at any other time event prior to the closing Acceptance Time, the Company, the Boards and the Remuneration Committee, as applicable, shall (i) adopt any resolutions and amendments and (ii) obtain any consents or acknowledgements from the holders of any Company Equity Awards, that may be necessary (or reasonably requested by Parent) to effectuate the Reorganization (provisions of this Section 2.03, in each case, in form and substance reasonably satisfactory to Parent, and shall take all such other actions, without incurring any liabilities in connection therewith, as defined below) shall be cancelled at the closing of the Reorganization for no consideration therefor. The Company shall use reasonable best efforts to take, or cause Parent may reasonably deem to be taken, all actions and necessary or required to do, or cause give effect to be done, all things necessary, proper or advisable under Applicable Law to effect the transactions contemplated by this Section 2.03(b)Section 2.03. The Company shall take all steps necessary to provide that the Company Equity Plan (as well as any outstanding awards thereunder, except to the extent preserved under this Section 2.03) shall be terminated effective as of the Acceptance Time and to ensure that from and after the Acceptance Time, the Company will not be required to deliver Shares or other shares in the share capital of the Company to any Person pursuant to or in settlement of Company Equity Awards after the Acceptance Time. For the avoidance of doubt, for purposes the Boards and the Remuneration Committee will not exercise any discretion or take other actions to accelerate the vesting of this Section 2.03(b), any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level.
(c) Each restricted Share that is outstanding as of immediately prior to the Closing and that was granted or issued under any Company Plan (each, a “Company Restricted Share”) and that is validly tendered (and not withdrawn) by Equity Award following the holder of such Company Restricted Share pursuant to the Offer shall become fully vested as of immediately prior to the Closing, and such tendered Company Restricted Share shall be treated as a validly tendered Share as provided under Section 2.01(d). Any Company Restricted Share that is not validly tendered (or that is withdrawn) pursuant to the Offer shall remain outstanding after the Closing in accordance with its terms; provided that (i) to the extent such Company Restricted Share becomes vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, such Company Restricted Share shall be treated in the same way as any other Share that is not tendered in the Offer under the terms date of this Agreement and (ii) unless consented to the extent such Company Restricted Share does not become vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, (x) to the extent not prohibited in advance in writing by the applicable award agreement, the Company shall repurchase such Company Restricted Share at the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, for a cash payment equal to the issue price of such Company Restricted Share (in which case, the Boards shall take all actions necessary to effect such repurchase on such terms) and (y) otherwise, the Company Restricted Share shall be cancelled in exchange for the right to receive the Cash Consideration and one CVRParent.
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Outstanding Equity Awards. (a) Each option to purchase Shares granted under any Company Plan, whether vested or unvested, that is outstanding as of immediately prior to the Closing (each, a “Company Option”) and that has an exercise price per share that is less than or equal to the Cash Consideration shall become fully vested and exercisable as of immediately prior to the Closing and, at the Closing, shall be cancelled in exchange for the right to receive (i) a cash payment from Parent at the Closing to the holder thereof equal to the product of (A) the excess of the Cash Consideration over the applicable per share exercise price of such Company Option multiplied by (B) the number of Shares subject to such Company Option and (ii) one CVR for each Share subject to such Company Option. For the avoidance of doubt, for purposes of the preceding sentence, any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level.
(b) At least five Business Days prior to the Closing Date, each holder of a Company Option that has an exercise price per share that is greater than the Cash Consideration shall be provided with written notice by the Company as soon as practicable after the date hereof that such holder shall, during the period beginning on the date of such notice and ending on the Business Day preceding the Closing Date (the “Exercise Period”), have the right to exercise such Company Option by providing the Company with a notice of exercise and a cash amount equal to the product of (i) the excess of the applicable per share exercise price of such Company Option over the Cash Consideration multiplied by (ii) the number of Shares subject to such Company Option, with such exercise conditioned on the occurrence of the Closing. Each Company Option that is exercised pursuant to this Section Section 2.03(b) shall be settled at the Closing in exchange for, in respect of each Share subject to such Company Option, one CVR. Any Company Option described in this Section Section 2.03(b) that is not exercised during the Exercise Period or at any other time prior to the closing of the Reorganization (as defined below) shall be cancelled at the closing of the Reorganization for no consideration therefor. The Company shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to effect the transactions contemplated by this Section Section 2.03(b). For the avoidance of doubt, for purposes of this Section Section 2.03(b), any performance-vesting Company Option shall become fully vested and exercisable at the applicable target level.
(c) Each restricted Share that is outstanding as of immediately prior to the Closing and that was granted or issued under any Company Plan (each, a “Company Restricted Share”) and that is validly tendered (and not withdrawn) by the holder of such Company Restricted Share pursuant to the Offer shall become fully vested as of immediately prior to the Closing, and such tendered Company Restricted Share shall be treated as a validly tendered Share as provided under Section Section 2.01(d). Any Company Restricted Share that is not validly tendered (or that is withdrawn) pursuant to the Offer shall remain outstanding after the Closing in accordance with its terms; provided that (i) to the extent such Company Restricted Share becomes vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, such Company Restricted Share shall be treated in the same way as any other Share that is not tendered in the Offer under the terms of this Agreement and (ii) to the extent such Company Restricted Share does not become vested as of the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, (x) to the extent not prohibited by the applicable award agreement, the Company shall repurchase such Company Restricted Share at the consummation of the Offer, the Asset Sale or other Reorganization, as applicable, for a cash payment equal to the issue price of such Company Restricted Share (in which case, the Boards shall take all actions necessary to effect such repurchase on such terms) and (y) otherwise, the Company Restricted Share shall be cancelled in exchange for the right to receive the Cash Consideration and one CVR.
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