Purchase of Options. In the event the Executive is entitled to liquidated damages upon a Change of Control as provided in Section 11(a) hereof or if the Employment Period is terminated by the Company without Cause, or by the Executive with Good Reason, the Company shall purchase from the Executive, any and all stock options granted by the Company and held by the Executive at the time of termination or Change of Control, whether or not vested, for a price equal to the Option Purchase Amount. The Option Purchase Amount shall mean the average closing bid price of the Company's Common Stock on the Nasdaq Small-Cap market or such other market in which the Company's Common Stock is then traded over five (5) trading days prior to the termination less the exercise price of such options. In the event the Option Purchase Amount is not paid to the Executive within five business days of the occurrence of any triggering event described in the first sentence of this Section 13, the Option Purchase Agreement shall accrue interest at an interest rate of 10% per annum, until the Option Purchase Amount, plus such accrued interest, is paid to the Executive. The Executive shall also continue to receive his Base Salary, and be entitled to all benefits described in Section 5, until payment of the Option Purchase Amount, plus interest, if any, at which time payment of the Base Salary and entitlement to the benefits described in Section 5 shall terminate unless otherwise provided in this Agreement.
Purchase of Options. Executive hereby agrees to sell, and FFMC agrees to cause EBP, as a wholly-owned subsidiary of FFMC as of the Effective Time, to repurchase, all of the outstanding options to acquire EBP Stock held by Executive (the "Options") for an amount in cash equal to $14.70 per share of EBP Stock subject to each such option less the amount of the option exercise price to acquire each such share. Such purchase shall occur simultaneously with, or as soon as practicable following, the consummation of the Merger.
Purchase of Options. Notwithstanding Paragraph 13 above, on or before receipt of written notice of exercise of a Vested Option, the Committee may elect to purchase all or any part of the shares of Common Stock issuable upon the exercise of that Vested Option by paying to the Grantee an amount, in cash or Common Stock, equal to the excess of the Fair Market Value of the Company’s Common Stock (on the effective date of such purchase) over the exercise price per share of the Vested Option, times the number of shares of Common Stock for which the Vested Option is then being exercised. Any purchase pursuant to this Paragraph 14 relating to Vested Options held by a Grantee who is actually or potentially subject to Section 16(b) of the 1934 Act with respect to any securities of the Company shall comply, to the extent applicable, with provisions of Rule 16b-3, including the “window period” provisions of Rule 16b-3(e).
Purchase of Options. 8 2.9. EXCHANGE OF COMPANY CAPITAL..................................8 2.10. NO FURTHER RIGHTS; STOCK TRANSFER BOOKS......................9 2.11.
Purchase of Options. In the event that Employee is terminated for cause (as defined in paragraph 8.3) or resigns, the Corporation shall have the right, but not the obligation, to purchase Employee's vested Option at the Fair Market Value thereof. In the event that the Corporation does not elect to purchase Employee's vested Option within seven days of the date of
Purchase of Options. In the event that the Employee is terminated for Cause (as defined in Section 7.3) during the Term or resigns other than for Good Reason (as defined in Section 7.5) during the Initial Term, the Corporation shall have the right, but not the obligation, to purchase the Employee's vested Option Shares at the Fair Market Value thereof. In the event that the Corporation does not elect to purchase the Employee's vested Option Shares within ten (10) days of the date of the Employee's termination for Cause during the Term or other than with Good Reason resignation during the Initial Term, the Employee shall be obligated to exercise his Option in writing within the later of forty (40) days of such termination or resignation or ten (10) business days after written notice of potential forfeiture from the Corporation to the Employee, failing which he shall be deemed to have forfeited his Option to the Corporation. For purposes of this Section 5(c), "
Purchase of Options. The Company and Optionee agree that, effective as of the close of business on the day immediately prior to the Calculation Date, each Company Option shall, by virtue of the Merger Agreement and this Agreement, be purchased by the Company for an amount equal to (a) the positive difference between (i) the sum of (X) the amount of the Per Share Merger Consideration plus (Y) the per share amount of the Special Dividend; minus (ii) the per share exercise price of such Company Option as listed on Confidential Schedule 3.03 of the Merger Agreement, multiplied by (b) the number of shares of the Company Stock issuable pursuant to the unexpired, outstanding and unexercised portion of such Company Option, and thereafter be cancelled; provided that, in order to receive such consideration, the Optionee must first deliver to the Company the applicable Stock Option Agreement(s).
Purchase of Options. At the Effective Time, automatically and without any action on the part of the holder thereof, each Company Option shall remain outstanding after the Effective Time as an option to purchase Company common stock upon the same terms and conditions as such outstanding Company Options. On the first business day following the Closing Date, Parent shall purchase each Company Option for an amount (the "OPTION CONSIDERATION") equal to the result obtained by multiplying (A) the Per Share Merger Consideration by (B) the number of shares of common stock of the Company issuable upon exercise of such Company Option after giving effect to acceleration of vesting, and then subtracting the applicable exercise price under such Company Option. On the first business day following the Closing Date, Parent shall pay to the holder of each Company Option that portion of the Option Consideration constituting such holder's pro rata portion of the Option Consideration, less such holder's portion of the Holdback Amount and Escrow Amount. Additionally, the Company shall be entitled to deduct and withhold from each holder's applicable portion of the Option Consideration such amount that the Company is required to deduct and withhold under the Code and applicable Treasury Regulations. The Company shall promptly pay or cause to be paid any amounts that are withheld to the appropriate Governmental Bodies on behalf of the holders of Company Options. The holder's pro rata portion of the Holdback Amount and the Escrow Amount shall be released to such holder at the same time, if ever, as the corresponding amounts are released to the Shareholders.
Purchase of Options. Pursuant to paragraph 7 of that certain Non-Qualified Stock Option Agreement dated September 19, 2002 under which options to purchase 6,400,000 shares of common stock of the Company were issued to Executive (the “Subject Option Agreement”), and in connection with Executive’s termination of employment, the Company shall purchase from Executive, and Executive shall transfer and sell to the Company, free and clear of all encumbrances, by the close of business on the third business day after the Reaffirmation Date (subject to paragraph 6 hereof), Executive’s options to purchase 6,400,000 shares of common stock of the Company issued pursuant to the Subject Option Agreement for cash consideration of $5,504,000. Executive shall, in exchange for such consideration, deliver to the Company for cancellation at the closing of such sale the Subject Option Agreement (Executive’s Option Agreement other than the Subject Option Agreement, being referred to herein as the “Remaining Option Agreement”). Upon the closing of such purchase and sale, Executive shall have no further rights with respect to the options sold or the Subject Option Agreement. The terms of this paragraph 3(c) shall constitute the notice of purchase required under the Subject Option Agreement.
Purchase of Options. At the Effective Time, by virtue of the Merger and without any further action on the part of the holders thereof, each option (each, an "OPTION") set forth in Schedule 2.8 which is outstanding immediately prior to the Effective Time, whether then vested or unvested, shall automatically become vested and exercisable and shall be entitled to receive from the Surviving Corporation in accordance with this Section 2.8, in settlement and cancellation of such Option, an amount in cash equal to the product of (i) the excess of the Price Per Share over the exercise price of each such Option, multiplied by (ii) the number of shares of Company Common Stock covered by such Option, subject to any applicable federal, state and local withholding taxes in connection with the cash payments made in settlement and cancellation of such Option (the "OPTION CONSIDERATION"). In addition, the Company shall cause all option plans or other stock compensation plans to be terminated as of the Effective Time. After the Effective Time, the Surviving Corporation shall pay all applicable federal, state and local withholding taxes due in connection with the settlement and cancellation of all such Options. From and after the Effective Time, neither the Company nor Purchaser shall have any obligation with respect to any Option except for Purchaser's cash payment under this Section 2.8. In accordance with Section 5.10, Purchaser shall deliver to each holder of an Option an Option Cancellation Agreement together with instructions for use in effecting surrender of the Options. Upon surrender of an Option together with a duly executed Option Cancellation Agreement, the holder of such Option shall be entitled to receive from the Surviving Corporation the Option Consideration at the later of 30 days after the Surviving Corporation's receipt of the applicable Option Cancellation Agreement or the Effective Time.
