Post-Merger Grant of Options Sample Clauses

Post-Merger Grant of Options. If the Merger is consummated as contemplated by this Agreement, then as soon as reasonably practicable following the closing and consummation of the Merger, and subject to the customary approval of the Compensation Committee of Intuit's Board of Directors or its delegate(s), Intuit shall grant to those persons who are GALT employees at the date of the Closing of the Merger and who continue as GALT employees thereafter, options to purchase shares of Intuit Common Stock in amounts determined by Intuit in its sole discretion but consistent with the option grant levels that are then customary for new Intuit employees of similar responsibility and status, determined without regard to the number of Intuit Options issued to such GALT employees in the Merger. The options to be granted pursuant to this Section shall be granted at an exercise price equal to the then-current fair market value of Intuit stock on the date of option grant as determined by Intuit consistent with Intuit's past practice, with the right to exercise such options to vest over a four-year period beginning on the first date of the optionee's employment with the Surviving Corporation or Intuit after the Effective Time in accordance with the vesting formulas then generally afforded to options granted to new Intuit employees.
Sample 1
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Post-Merger Grant of Options. If the Merger is consummated as contemplated by this Agreement, then as soon as reasonably practicable following the closing and consummation of 48 the Merger, and subject to the customary approval of the Compensation Committee of Intuit's Board of Directors or its delegate(s), Intuit shall grant to those persons who are GALT employees at the date of the Closing of the Merger and who continue as GALT employees thereafter ("ELIGIBLE GALT Employees"), options to purchase shares of Intuit Common Stock in amounts determined by Intuit in its sole discretion but at least in amounts equal to 75% of the range of Intuit stock option grant levels that Intuit applied to make Intuit stock option grants to new Intuit employees of similar responsibility and status in the fall of 1995, determined without regard to the number of Intuit Options issued to such Eligible GALT Employees in the Merger; provided, however, that notwithstanding the foregoing, the number of shares of Intuit Common Stock to be subject to any stock option granted to an Eligible GALT Employee pursuant to Section 6.3 shall be directly reduced, on a share for share basis, by the sum of (i) the number of shares of Intuit Common Stock that, immediately after the Closing of the Merger, are subject to any Intuit Option that is issued to such Eligible GALT Employee in the Merger upon the conversion and assumption (pursuant to Section 2.2) of any GALT Option granted to such Eligible GALT Employee on or after October 24, 1995 ("POST-SIGNING GALT OPTIONS") plus (ii) the number of shares of Intuit Common Stock that are issued to such Eligible GALT Employee in the Merger upon the conversion (pursuant to Section 2.1) of any shares of GALT Common Stock that such Eligible GALT Employee acquired by exercising a Post-Signing GALT Option. The options to be granted by Intuit pursuant to this Section shall be granted at an exercise price equal to the then-current fair market value of Intuit common stock on the date of option grant as determined by Intuit consistent with Intuit's past practice, with the right to exercise such options to vest over a four-year period beginning on the first date of the optionee's employment with the Surviving Corporation or Intuit after the Effective Time in accordance with the vesting formulas then generally afforded to options granted to new Intuit employees."
Sample 1
Post-Merger Grant of Options. If the Merger is consummated as contemplated by this Agreement, then as soon as reasonably practicable following the closing and consummation of
Sample 1

Related to Post-Merger Grant of Options

  • Grant of Options The Company hereby grants Optionee the right and option ("Option") to purchase the above described Twenty Million (20,000,000) shares of Common Stock, on the terms and conditions set forth herein and subject to the provisions of the Form S-8 registration statement in exchange for services provided by Employee to the Company, the options shall vest immediately upon the exercise hereof.

  • Company Stock Options At the Effective Time, each Company Stock --------------------- Option shall be deemed to have been assumed by Evergreen, without further action by Evergreen, and shall thereafter be deemed an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, that number of shares of Surviving Corporation Common Stock that would have been received in respect of such Company Stock Option if it had been exercised immediately prior to the Effective Time (such Company Stock Options assumed by Evergreen, the "Assumed Chancellor Stock Options"); provided, however, that, for -------- ------- each optionholder, (i) the aggregate fair market value of Surviving Corporation Common Stock subject to Assumed Chancellor Stock Options immediately after the Effective Time shall not exceed the aggregate exercise price thereof by more than the excess of the aggregate fair market value of Company Common Stock subject to Company Stock Options immediately before the Effective Time over the aggregate exercise price thereof and (ii) on a share-by-share comparison, the ratio of the exercise price of the Assumed Chancellor Stock Option to the fair market value of the Surviving Corporation Common Stock immediately after the Effective Time is no more favorable to the optionholder than the ratio of the exercise price of the Company Stock Option to the fair market value of the Company Common Stock immediately before the Effective Time; and provided, -------- further, that no fractional shares shall be issued on the exercise of such ------- Assumed Chancellor Stock Option and, in lieu thereof, the holder of such Assumed Chancellor Stock Option shall only be entitled to a cash payment in the amount of such fraction multiplied by the closing price per share of Surviving Corporation Common Stock on the Nasdaq National Market on the business day immediately prior to the date of such exercise.

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Company Stock Option Plans Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Option Plans) shall adopt such resolutions or take such other actions as are required to effect the transactions contemplated by Section 2.10 in respect of all outstanding Options and thereafter the Board of Directors of the Company (or any such committee) shall adopt any such additional resolutions and take such additional actions as are required in furtherance of the foregoing.

  • Restricted Stock Grant As a member of Employer’s senior management team, Employee will be eligible for annual Restricted Stock Grants pursuant to Anaren’s 2004 Comprehensive Long Term Incentive Plan, as amended (“2004 Plan”) equal in value to 22% of his Base Salary for the respective year. Restrictive Stock Grants will be made annually at the same time other Restricted Stock Grants are made by Anaren to its senior management team, provided Employee is employed with Employer on that date. All Restricted Stock grants issued pursuant to this provision will be subject to the terms of the 2004 Plan, including, but not limited to, a thirty-six (36) month forfeiture provision. Notwithstanding anything to the contrary, in the event Employee’s employment concludes on or after the expiration of the Period of Employment, Employee shall be entitled if the forfeiture period has not otherwise lapsed only to a pro rata portion of each unvested Restricted Stock Grant based on the number of months employed by Employer from the date of grant to the expiration of the Period of Employment date. In the way of example, if Employee has been employed for 18 months of the 36 month forfeiture period at the end of his Period of Employment, he will receive 50% of the Restricted Shares granted. If Employee remains employed by Employer on a full time basis (30 hours or more per week) after the Period of Employment as an at-will Employee, all previously issued restricted stock shall continue to vest in accordance with the terms of the 2004 Plan.

  • Vesting of Options The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:

  • Grant of Company Reacquisition Right Except to the extent otherwise provided by the Superseding Agreement, if any, in the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).

  • Stock Options and Restricted Stock Units The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.

  • Grant of Restricted Stock Award The Restricted Stock Award will be in the form of issued and outstanding shares of Stock that will be either registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock, or registered in the name of, and delivered to, the Participant. Notwithstanding the foregoing, the Company may in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement.

  • Stock Rights In the event of a Change in Control, all restricted Company stock and all options, stock appreciation rights, and/or other stock rights held by Executive with respect to Company stock that are exempt from Section 409A (“Stock Rights”) which are not fully vested (and exercisable, if applicable) shall become fully vested and exercisable as of a time established by the Board, which shall be no later than a time preceding the Change in Control which allows Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the Change in Control transaction. If the Change in Control transaction is structured so that stock participating therein at one time is or may be treated differently from stock participating therein at a different time (e.g., a tender offer followed by a squeeze-out merger), the Board shall interpret this Subsection (d) to provide for the required vesting acceleration in a manner designed to allow Executive to exercise the Stock Rights and cause the stock acquired thereby to participate in the earliest portion of the Change in Control transaction. If the consummation of a Change in Control transaction is uncertain (e.g., a tender offer in which the tender of a minimum number of shares is a condition to closing, or a voted merger or proxy contest in which a minimum number of votes is a condition to closing), the Board shall apply this Subsection (d) by using its best efforts to determine if and when the Change in Control transaction is likely to close, and proceeding accordingly. To the extent necessary to implement this Subsection d), each agreement reflecting a Stock Right, and each plan, if any, pursuant to which a Stock Right is issued, if any, shall be deemed amended.

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