Parent Equity Awards. (i) At the Duke Effective Time, each outstanding restricted stock unit (a “Parent RSU”) issued under the Parent Stock Plans shall automatically and without any required action on the part of the holder thereof, cease to represent a restricted stock unit denominated in one share of Parent Class A Common Stock and shall be converted into a restricted stock unit denominated in one share of Holdco Class A Common Stock (a “Holdco RSU”). Except as specifically provided above, following the Duke Effective Time, each such Holdco RSU shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the applicable Parent RSU immediately prior to the Duke Effective Time.
(ii) At the Duke Effective Time, each outstanding option to purchase a share of Parent Class A Common Stock (a “Parent Option” and, the Parent Options together with the Parent RSUs, the “Parent Equity Awards”) under the Parent Stock Plans shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase one share of Parent Class A Common Stock and shall be converted into an option to purchase one share of Holdco Class A Common Stock (a “Holdco Option”), at an exercise price per share equal to the exercise price per share of Parent Class A Common Stock of such Parent Option immediately prior to the Duke Effective Time. Except as specifically provided above, following the Duke Effective Time, each Holdco Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Parent Option immediately prior to the Duke Effective Time.
Parent Equity Awards. With respect to each grant of a Parent Equity Award, (i) each such grant was made in accordance with the terms of the applicable Parent Share Plan and applicable Law (including the rules of Nasdaq or any other applicable stock exchange and the terms of any applicable securities listing agreement or requirement) and was properly accounted for in accordance with GAAP in the Parent SEC Documents (including financial statements) and other applicable Law and (ii) each Parent Share Option has an exercise price per share equal to or greater than the fair market value of a Parent Ordinary Share on the date of such grant and a grant date identical to the date the Parent Board or the compensation committee of such board approved as the grant date for such Parent Share Option, with such approval occurring on or prior to such date.
Parent Equity Awards. Except as otherwise required by applicable Tax Law and subject to the following sentence, Parent shall be entitled to claim on its Tax Returns any and all Tax deductions attributable to an exercise, or a disqualifying disposition, grant, vesting, payment or delivery of shares, or other consideration in lieu of shares, by Parent, under or in connection with an Equity Award (including a payment of dividends in connection with an Equity Award), and no Cal Dive Group Member shall attempt to claim on any Tax Return any such Tax deductions. Notwithstanding the foregoing sentence, if Parent determines that under applicable Tax Law (or as a result of a Final Determination) no Parent Group Member is entitled to claim such Tax deductions but a Cal Dive Group Member is entitled to claim such Tax deductions, such Cal Dive Group Member shall be entitled to claim such Tax deductions on its applicable Tax Returns, and Cal Dive shall pay to Parent the “deemed tax benefit” of such Tax deductions, regardless of whether any Cal Dive Group Member actually claims such Tax deductions or realizes a Tax Benefit from claiming any such Tax deductions. For purposes of this Section 3.3, the “deemed tax benefit” shall conclusively be the total amount of the available Tax deductions for any such exercise, disqualifying disposition, grant, vesting or payment multiplied by 40%. Cal Dive shall pay the “deemed tax benefit” amount, if any, to Parent no later than twenty (20) days after the later of (a) Parent’s notification to Cal Dive that a Cal Dive Group Member is entitled to claim such Tax deductions or (b) the occurrence of any applicable exercise, disqualifying disposition, grant, vesting, payment or delivery of shares, or other consideration in lieu of shares, by Parent under or in connection with an Equity Award. Further, if the performance of the obligations described in this Section 3.3 shall become impracticable or impossible due to any change in Tax Law or the interpretation thereof by any Tax Authority subsequent to the date of this Agreement, the parties hereto shall use their best efforts to find an alternative means to achieve the same or substantially the same result as that contemplated by this Section 3.3.
Parent Equity Awards. Notwithstanding anything to the contrary contained in any Plan of Parent or any individual award document under any Plan of Parent, from and after the date of this Agreement, each issued and outstanding Parent equity award (including stock options and restricted stock) granted to any SLG or SLGOP employees that will not become employees of Manager as a result of the transactions contemplated by this Agreement shall become immediately vested and exercisable in accordance with its terms. Prior to the Closing, Parent has taken all necessary corporate and board action in order to authorize and effectuate the transactions described in this Section 5.8.
Parent Equity Awards. Prior to the Effective Time, Parent shall take all actions reasonably necessary to cause the issuance of the Parent equity awards as described on Part 4.18 of the Company Disclosure Schedule.
Parent Equity Awards. The Existing Parent Stock Options, Existing Parent Restricted Stock Awards and Existing Parent Stock Appreciation Rights shall be converted into similar rights with respect to the New Common Stock in accordance with Section 7.13.
Parent Equity Awards. (a) The Parent has granted equity and equity-based awards in the form of stock options (“Parent Stock Options”) and restricted stock units (“Parent RSU Awards”) (collectively, with the Parent Stock Options, the “Parent Stock Awards”) under (i) the Parent’s 2011 Executive Incentive Compensation Plan, as amended through May 23, 2018 (“Parent 2011 Plan”), and (ii) the Parent’s Employee Stock Purchase Plan, as amended through May 22, 2019 (“Parent ESPP”) (the Parent 2011 Plan and Parent ESPP, the “Parent Stock Plans”). Between the date of this Agreement and the Effective Time, the Parent shall take all necessary action (which action shall be effective as of the Effective Time) to terminate the Parent Stock Plans (without the creation of additional liability to the Parent, or the Company or the Surviving Company). As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Parent Board (or, if appropriate, any committee administering the Parent Stock Plans) shall adopt such resolutions that are necessary for the treatment of the Parent Stock Awards pursuant to this Section 2.18. For purposes of any Parent Stock Plan, all Parent Stock Awards shall not be assumed or substituted and shall be treated as “non-assumed incentive awards” as otherwise defined in such Parent Stock Plans.
(b) As of a Business Day no earlier than 30 days prior to the Effective Time, each outstanding Parent Stock Option granted under the Parent 2011 Plan to each holder thereof shall become vested and shall be converted to that number of whole shares of Parent Common Stock (and cash in lieu of any fractional shares) equal in value to the excess (“Excess”) of the Fair Market Value of the number of outstanding shares under the Parent Stock Options over the sum of (i) the aggregate exercise price plus (ii) the amount of any taxes, if any, required to be withheld with respect to such Excess in accordance with Section 2.16. The Parent Common Stock issued as provided above shall be issued as of the date immediately preceding the record date for the payment of the Pre-Closing Dividend and shall, for the avoidance of doubt, be entitled to the consideration under the CVR Agreement. Any Parent Stock Option in which the aggregate exercise price exceeds the Fair Market Value of the outstanding shares of the Parent Stock Option shall as of the above date be cancelled without any action on the part of any holder thereof and without any payment o...
Parent Equity Awards. (a) At or immediately prior to the Closing, each Parent Stock Option that is outstanding as of immediately prior to the Closing, whether or not vested or exercisable, shall by virtue of the Mergers, be assumed by HoldCo and converted into an award of options to acquire, on the same terms and conditions as were applicable to such Parent Stock Option as of immediately prior to the Closing, a number of HoldCo Shares equal to the number of shares of Parent Stock subject to such Parent Stock Option as of immediately prior to the Effective Time, at an exercise price per HoldCo Shares equal to the exercise price per share of such Parent Stock Option (each, a “Parent Assumed Option Award”).
(b) At or immediately prior to the Closing, each share of Parent Stock that is subject to a Parent Restricted Stock Award that is outstanding as of immediately prior to the Closing shall be converted into 1 HoldCo Share in accordance with Section 2.01 (each, a “Parent Converted Restricted Stock Award”); provided, however, that any vesting conditions and restrictions on such Parent Converted Restricted Stock shall continue in full force and effect following such conversion.
(c) At or immediately prior to the Closing, each award of restricted or performance restricted stock units with respect to Parent Stock (each, a “Parent SU”) that is outstanding as of immediately prior to the Closing shall, by virtue of the Mergers, be converted into, at Parent’s election, (i) an award of performance-contingent restricted stock units with respect to a number of HoldCo Shares equal to the number of shares of Parent Stock subject to such Parent SU as of immediately prior to Closing or (ii) an award of restricted stock units that is subject solely to time-based vesting with respect to a number of HoldCo Shares equal to the target number of shares of Parent Stock subject to such Parent SU immediately prior to the Closing (in each case, a “Parent Converted SU”). Any vesting conditions and restrictions in effect in respect of such Parent SU (other than performance-based vesting conditions if such conditions no longer apply) shall continue in full force and effect in respect of such Parent Converted SU and the other provisions of such Parent SU shall otherwise remain unchanged as a result of the conversion of such Parent SU into such Parent Converted SU; provided, however, that: (1) each Parent Converted SU award shall, in accordance with its terms, be subject to further adjustment as appropriate to...
Parent Equity Awards. (a) The Parent has granted equity and equity-based awards in the form of stock options (“Parent Stock Options”) under (i) the Parent’s 1997 Stock Option Plan (“Parent 1997 Plan”), and (ii) the Parent’s 2013 Equity Incentive Plan (“Parent 2013 Plan” and, together with the Parent 1997 Plan, the “Parent Stock Plans”). Between the date of this Agreement and the Effective Time, if requested in writing by the Company, the Parent shall take all necessary action (which action shall be effective as of the Effective Time) to terminate the Parent Stock Plans (without the creation of additional Liability to the Parent, or the Company or the Surviving Company or impairing the ability of any option holder to exercise any outstanding options). As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Parent Board (or, if appropriate, any committee administering the Parent Stock Plans) shall adopt such resolutions and take all actions that are reasonably necessary for the treatment of the Parent Stock Options pursuant to this Section 2.16. For purposes of any Parent Stock Plan, no Parent Stock Options shall be assumed or substituted and all such options shall be treated as “non-assumed incentive awards” as otherwise defined in such Parent Stock Plans. The Parent shall take all actions that are necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation will be required to deliver shares of Parent Common Stock or other capital stock of the Parent to any Person pursuant to or in settlement of Parent Stock Options other than as set forth in this Section 2.16.
(b) As of or prior to the Dividend Record Date, each outstanding Parent Stock Option granted under the Parent Stock Plans to each holder thereof shall become vested pursuant to the terms of the Parent Stock Plans or actions taken by the Board in order to effectuate such vesting. At the Effective Time, each outstanding Parent Stock Option shall be cancelled and automatically converted into that number of whole shares of Parent Common Stock (and cash in lieu of any fractional shares) equal in value to the excess (“Excess”) of the Fair Market Value as of the Business Day immediately prior to the Closing Date of the number of outstanding shares under the Parent Stock Options over the sum of (i) the aggregate exercise price plus (ii) the amount of any Taxes, if any, required to be withheld with respect to such Excess in...
Parent Equity Awards. (i) Parent and the Retained Subsidiaries shall retain Liability for each Existing Parent Equity Award held by each Transferred Employee. Each such Existing Parent Equity Award shall be settled in accordance with the terms and conditions of such Existing Parent Equity Award. For so long as any Existing Parent Equity Award is outstanding and held by a Transferred Employee, NewCo shall notify Parent in writing (including, for the avoidance of doubt, by e-mail) of any such Transferred Employee who incurs a “separation from service” within ten Business Days following such separation.
