PROVANT OPTION PLAN Sample Clauses

PROVANT OPTION PLAN. Prior to the Effective Time, Provant shall adopt an employee stock option plan (the "Plan") providing for the granting of Provant Options from time to time as provided in the Plan. The Plan shall make available for grant at or before the Closing, and the Board of Directors of Provant shall so grant, Provant Options with respect to a number of shares of Provant Common Stock equal to 5.0% of the shares of Provant Common Stock outstanding as of immediately following the Closing of the Merger and the Additional Mergers (excluding any Additional Merger that is terminated without consummation) and the IPO, giving effect to the issuance of all shares of Merger Stock issuable as of Closing, all shares of Provant Common Stock issuable as of the Closing as merger consideration in each of the Additional Mergers and the issuance of Provant Common Stock in the IPO. The Provant Options granted as of such time shall have an exercise price equal to the IPO Price, shall by their terms (i) become exercisable ratably over a period of three years (provided that the holder remains employed by Provant or one of its affiliates and subject to accelerated vesting in the event of a change in control of Provant), (ii) have a term of seven years, and (iii) in the case of vested options, will remain exercisable for a period of one year following any termination of employment without cause (including termination resulting from the expiration of any employment agreement in accordance with its terms and termination upon death or disability) and for a period of ten business days following any termination of employment for cause (conditioned, in the latter case, upon the terminated employee's delivery of a general release to the Surviving Corporation, Provant and their respective affiliates), and shall have such other terms as the Board of Directors of Provant may determine. The Provant Options granted as of such time shall be allocated among the employees of, respectively, the Surviving Corporation and the surviving corporations of the Additional Mergers in accordance with Schedule 6.11 hereto, and shall be granted to individual employees of such corporations (in the case of the Surviving Corporation, excluding Messrs. Howaxx xxx Wallxxx) xx accordance with directions to the Board of Directors of Provant given by the executive officers of the Company and the Additional Companies absent a good faith determination by the Board of Directors of Provant that such a direction is manifestly cont...
Sample 1
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PROVANT OPTION PLAN. Prior to the Effective Time, Provant shall adopt an employee stock option plan (the "Plan") providing for the granting of Provant Options from time to time as provided in the Plan. The Plan shall make available for grant at or before the Closing, and the Board of Directors of Provant shall so grant, Provant Options with respect to a number of shares of Provant Common Stock equal to 5.0% of the shares of Provant Common Stock outstanding as of immediately following the Closing of the Merger, the Additional Mergers (excluding any Additional Merger that is terminated without consummation) and the IPO, giving effect to the issuance of all shares of Merger Stock issuable as of Closing, all shares of Provant Common Stock
Sample 1

Related to PROVANT OPTION PLAN

  • Option Plan This Option is subject to certain additional terms and ----------- conditions set forth in the Plan pursuant to which this Option has been issued. Optionee acknowledges receipt of a copy of the Plan on file with the Secretary of the Company and, by acceptance hereof, agrees to and accepts this Option subject to the terms of the Plan. Except as otherwise defined herein, defined terms used in this Agreement shall have the meaning ascribed thereto in the Plan.

  • Share Option Plans Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance with the terms of the Company’s share option plan and (ii) with an exercise price at least equal to the fair market value of the Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. No share option granted under the Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • Stock Option Plan The Executive shall be eligible to participate in the Company's Stock Option Plan in accordance with the terms and conditions thereof.

  • Employee Stock Option Plan Employee shall be entitled to participate in the Employee Stock Option Plan of the Company once approved by the Board of Directors.

  • Stock Purchase Plan Through the Distribution Date, Roxio Employees shall continue to be eligible for participation in the Adaptec Stock Purchase Plan. Effective on or before the Distribution Date (or such other date as Adaptec and Roxio may mutually agree), Roxio shall establish and sponsor a Stock Purchase Plan for the benefit of Roxio Employees. Effective as of the Distribution Date, Roxio Employees shall cease to be eligible to participate in and to have any further payroll deductions withheld pursuant to the Adaptec Stock Purchase Plan.

  • Stock Option Plans Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

  • 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.

  • Employee Stock Purchase Plan As soon as practicable following the date of this Agreement, the board of directors of the Company (or the appropriate committee thereof) shall take all necessary actions, including adopting any necessary resolutions and amendments, to (i) terminate the 2002 Employee Stock Purchase Plan (the “Stock Purchase Plan”) as of no later than immediately prior to the Effective Time, (ii) ensure that no option period under the Stock Purchase Plan shall be commenced on or after the date of this Agreement, (iii) if the Effective Time shall occur prior to the end of the option periods in existence under the Stock Purchase Plan on the date of this Agreement, cause a new exercise date to be set under the Stock Purchase Plan, which date shall be the end of the payroll period that is at least ten (10) Business Days prior to the anticipated Effective Time, (iv) prohibit participants in the Stock Purchase Plan from altering their payroll deductions from those in effect on the date of this Agreement (other than to discontinue their participation in the Stock Purchase Plan in accordance with the terms and conditions of the Stock Purchase Plan), (v) provide that the amount of the accumulated contributions of each participant under the Stock Purchase Plan as of immediately prior to the Effective Time shall, to the extent not used to purchase shares of Company Common Stock in accordance with the terms and conditions of the Stock Purchase Plan (as amended pursuant to this Section 2.11), be refunded to such participant as promptly as practicable following the Effective Time (without interest); and (vi) ensure that no current or former employees, officers, directors or other service providers of Company and its Subsidiaries or their beneficiaries have any right to receive shares of Parent Common Stock under the Stock Purchase Plan.

  • Option Plans There is no share option plan or similar plan to acquire any additional shares or units or other equity interests, as the case may be, of IEM or securities convertible or exercisable into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any such additional shares or units or equity interests, as the case may be.

  • Equity Plan In the event the Company adopts an equity incentive plan or program (the "Equity Plan") for its key executives, the Executive shall be entitled to participate in the Equity Plan from and after the effective date thereof in accordance with the terms and conditions of such plan.

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