Common use of Payment for Company Stock Options Clause in Contracts

Payment for Company Stock Options. As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions as are required to adjust the terms of all outstanding Company Stock Options heretofore granted under any Company Stock Plan to provide as follows: (i) except as expressly provided hereby, the outstanding Company Stock Options shall not be altered or modified as a consequence of this Agreement, the Offer or the Merger or the other transactions contemplated hereby, and the applicable vesting periods shall not be shortened, waived or otherwise accelerated in any way (it being understood and agreed that this provision shall not prohibit any automatic, non-discretionary acceleration of vesting pursuant to the terms of the Company’s Key Executive Severance Plan and agreements issued in connection therewith that are signed and in effect on the date of this Agreement and are listed in attachment 2 of Section 4.14(h) of the Company Disclosure Schedule); (ii) at the Effective Time, each outstanding Company Stock Option shall be cancelled and converted into the right, subject to vesting requirements where applicable, to a cash payment from the Company as follows: (A) in the case of an outstanding Company Stock Option that is vested at the Effective Time, the holder of such vested Company Stock Option shall at the Effective Time receive a payment of an amount equal to (i) the excess, if any, of (x) the Merger Consideration per share of Company Common Stock over (y) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (ii) the number of shares of Company Common Stock for which such Company Stock Option is then exercisable and not theretofore exercised; and (B) in the case of an outstanding Company Stock Option that is unvested at the Effective Time, if and only to the extent the holder satisfies the vesting requirements in accordance with the terms of the applicable Company Stock Option existing as of the date hereof, the holder of such unvested Company Stock Option shall become entitled to a payment calculated as set forth in Section 3.3(a)(ii)(A), above, on such date(s) as the right to exercise vests in accordance with the terms of the applicable Company Stock Option; and (iii) notwithstanding the foregoing, each Company Stock Option with an exercise price equal to or greater than the Merger Consideration shall be automatically cancelled and cease to exist at the Effective Time without further action on the part of the Company or the holder of such Company Stock Option. The Company shall use its best efforts to obtain all consents of the holders of the Company Stock Options as shall be necessary to effectuate the foregoing. Notwithstanding anything to the contrary contained in this Agreement, payment shall, at Parent’s request, be withheld in respect of any Company Stock Option until all necessary consents are obtained with respect to any Company Stock Option requiring any such consent.

Payment for Company Stock Options. As soon as practicable Promptly following the date execution of this Agreement, the Company Board shall deliver written notice to each holder of any option to acquire shares of capital stock of the Company (oreach, if appropriatea “Company Stock Option” and each holder thereof a “Company Stock Option Holder”) that is outstanding at such time, which written notice shall inform each Company Stock Option Holder that (i) all Company Stock Options, whether or not then vested or exercisable, shall be exercisable as of the Effective Time by delivery of written notice to the Company of such Company Stock Option Holder’s intent to exercise its Company Stock Options and (ii) all Company Stock Options that remain unexercised as of the Effective Time shall be cancelled as of the Effective Time without payment of consideration of any committee administering kind to the Company Stock Plans) shall adopt Option Holders holding such resolutions or take such other actions as are required to adjust the terms of all outstanding unexercised Company Stock Options heretofore granted under any Options. The Company Stock Plan to provide shall take all requisite action so that, as follows: (i) except as expressly provided hereby, the outstanding Company Stock Options shall not be altered or modified as a consequence of this Agreement, the Offer or the Merger or the other transactions contemplated hereby, and the applicable vesting periods shall not be shortened, waived or otherwise accelerated in any way (it being understood and agreed that this provision shall not prohibit any automatic, non-discretionary acceleration of vesting pursuant to the terms of the Company’s Key Executive Severance Plan and agreements issued in connection therewith that are signed and in effect on the date of this Agreement and are listed in attachment 2 of Section 4.14(h) of the Company Disclosure Schedule); (ii) at the Effective Time, (A) each outstanding Company Stock Option for which the Company has received a written notice of intent to exercise from the applicable Company Stock Option Holder immediately prior to the Effective Time, whether or not then vested or exercisable, shall be be, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company, the holder of that Company Stock Option or any other Person, cancelled and converted into the rightright to receive from Parent and the Surviving Corporation, subject to vesting requirements where applicable, to a cash payment from the Company as follows: (A) in the case of an outstanding Company Stock Option that is vested at promptly as reasonably practicable after the Effective Time, the holder of such vested Company Stock Option shall at the Effective Time receive a payment of an amount in cash, without interest, equal to (i) the excess, if any, product of (x) the Merger Consideration per share aggregate number of Company Common Stock over (y) the exercise price per share shares of Company Common Stock subject to such Company Stock Option, multiplied by (iiy) the number excess, if any, of shares of Company Common Stock for which the Merger Consideration over the per share exercise price under such Company Stock Option is then exercisable and not theretofore exercised; and (B) in the case of an outstanding each Company Stock Option that is unvested at the Effective Time, if and only to the extent the holder satisfies the vesting requirements in accordance with the terms of the applicable Company Stock Option existing remains unexercised as of the date hereof, the holder of such unvested Company Stock Option shall become entitled to a payment calculated as set forth in Section 3.3(a)(ii)(A), above, on such date(s) as the right to exercise vests in accordance with the terms of the applicable Company Stock Option; and (iii) notwithstanding the foregoing, each Company Stock Option with an exercise price equal to or greater than the Merger Consideration Effective Time shall be automatically cancelled and cease to exist at as of the Effective Time without further action on the part payment of consideration of any kind to the Company or the holder of Stock Option Holder holding such unexercised Company Stock Option. The Company shall use its best efforts to obtain all consents of the holders of the Company Stock Options as shall be necessary to effectuate the foregoing. Notwithstanding anything to the contrary contained in this Agreement, payment shall, at Parent’s request, be withheld in respect of any Company Stock Option until all necessary consents are obtained with respect to any Company Stock Option requiring any such consent.