Replacement Option. In the manner described hereunder, the Partnership hereby agrees to grant a replacement unit option ("Replacement Unit Option") under the Unit Option Plan contingent upon (a) the consummation of the Merger, (b) the approval of the Unit Option Plan by a majority of the unitholders of the Partnership, and (c) the Optionee's continued service as a director of Homes until immediately prior to the Effective Time and Optionee's agreement to serve as a director of the Partnership's general partner after the Effective Time. Specifically, as a replacement of the Canceled Stock Option, on an aggregate basis, the Partnership shall issue to Optionee a Replacement Unit Option to purchase the number of Class A Units of the Partnership equal to the product of the "Conversion Ratio" (as defined in the Merger Agreement) multiplied by the aggregate number of shares of Homes common stock that are subject to the Canceled Stock Option. The exercise price per unit of the Replacement Unit Option shall be equal to the exercise price per share of the Canceled Stock Option divided by the Conversion Ratio. In the event that the grant of the Replacement Unit Option would result in an option to acquire a fractional Class A Unit, such fractional Class A Unit shall not be issued, and the aggregate exercise price for the Replacement Unit Option shall be reduced by the proportionate amount of the aggregate exercise price attributable to the fractional Class A Unit. The Replacement Unit Option shall be exercisable in accordance with the same vesting dates and expiration date as exist under the Canceled Stock Option, disregarding acceleration of such dates attributable to the Merger. Thus, the Replacement Unit Option shall have an expiration date of ten years from the date of grant of the Canceled Stock Option, and shall be exercisable in 18 equal and successive monthly installments over the Optionee's period of service as a member of the Board of Directors of Homes or the Managing Partner or as an employee of Homes or the Partnership, with the first installment to commence upon the completion of six months of service measured from the date of grant of the Canceled Stock Option. However, unless as otherwise provided herein, the benefits, rights, and features of the Replacement Unit Option shall be governed by the terms and conditions of the Unit Option Plan. New unit option agreements granting the Replacement Unit Option under the Unit Option Plan shall be distributed to the Optionee as soon as practicable following the Effective Time. The Replacement Unit Option as determined and granted in accordance with this Section 2 as of the Effective Time shall be as follows:
Appears in 5 contracts
Samples: Stock Option Replacement Agreement (Brewer C Homes Inc), Stock Option Replacement Agreement (Brewer C Homes Inc), Stock Option Replacement Agreement (Brewer C Homes Inc)
Replacement Option. In On the manner described hereunderEffective Date or as soon as administratively practicable thereafter (the "Cancellation Date"), the Partnership hereby agrees Stock Option Committee of the Board shall (i) cancel the outstanding stock options held by the Executive to purchase 104,178 shares of Common Stock under the 1996 Stock Option Plan and (ii) immediately grant a replacement unit to the Executive an option under the 1996 Stock Option Plan to purchase 104,178 shares of the Parent's Common Stock (the "Replacement Unit Option") under the Unit ). The Replacement Option Plan contingent upon (a) the consummation of the Merger, (b) the approval of the Unit Option Plan by a majority of the unitholders of the Partnership, and (c) the Optionee's continued service as a director of Homes until immediately prior to the Effective Time and Optionee's agreement to serve as a director of the Partnership's general partner after the Effective Time. Specifically, as a replacement of the Canceled Stock Option, on shall have an aggregate basis, the Partnership shall issue to Optionee a Replacement Unit Option to purchase the number of Class A Units of the Partnership exercise price equal to the product of the "Conversion Ratio" fair market value (as defined in the Merger Agreement1996 Stock Option Plan) multiplied by of the aggregate Common Stock on the date the Replacement Option grant is made, have the same exercise conditions (including methods of exercise) as the cancelled stock options and expire on the tenth anniversary of the Cancellation Date. The Executive hereby expressly consents to the aforementioned cancellation of the 104,178 stock options pursuant to this Section 6(b). To the extent that there is an insufficient number of shares of Homes common stock that are subject Common Stock available for awards granted under the 1996 Stock Option Plan and the Parent has not obtained stockholder approval of an amendment to the Canceled 1996 Stock Option. The exercise price per unit Option Plan to increase the number of shares of Common Stock available for awards granted thereunder, the Replacement Unit Option shall be equal conditioned upon the Parent obtaining stockholder approval of such an amendment. The Parent undertakes to propose, and recommend that the stockholders of the Parent approve, an amendment to the exercise price per share 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan at the next annual stockholder meeting of the Canceled Stock Option divided by Parent, which is to be held not later than June 15, 2001. Alpine, the Conversion Ratio. In the event that the grant majority stockholder of the Replacement Unit Option would result Parent, will confirm in an option to acquire a fractional Class A Unit, such fractional Class A Unit shall not be issued, and the aggregate exercise price for the Replacement Unit Option shall be reduced by the proportionate amount of the aggregate exercise price attributable writing to the fractional Class A Unit. The Replacement Unit Option shall be exercisable Parent that it would vote in accordance with the same vesting dates and expiration date as exist under the Canceled Stock Option, disregarding acceleration favor of such dates attributable to the Merger. Thus, the Replacement Unit Option shall have an expiration date of ten years from the date of grant of the Canceled Stock Option, and shall be exercisable in 18 equal and successive monthly installments over the Optionee's period of service as a member of the Board of Directors of Homes or the Managing Partner or as an employee of Homes or the Partnership, with the first installment to commence upon the completion of six months of service measured from the date of grant of the Canceled Stock Option. However, unless as otherwise provided herein, the benefits, rights, and features of the Replacement Unit Option shall be governed by the terms and conditions of the Unit Option Plan. New unit option agreements granting the Replacement Unit Option under the Unit Option Plan shall be distributed to the Optionee as soon as practicable following the Effective Time. The Replacement Unit Option as determined and granted in accordance with this Section 2 as of the Effective Time shall be as follows:amendment.
Appears in 1 contract
Samples: Executive Employment Agreement (Superior Telecom Inc)
Replacement Option. In On the manner described hereunderEffective Date or as soon as administratively practicable thereafter (the "Cancellation Date"), the Partnership hereby agrees Stock Option Committee of the Board shall (i) cancel the outstanding stock options held by the Executive to purchase 45,909 shares of Common Stock under the 1996 Stock Option Plan and (ii) immediately grant a replacement unit to the Executive an option under the 1996 Stock Option Plan to purchase 45,909 shares of the Parent's Common Stock (the "Replacement Unit Option") under the Unit ). The Replacement Option Plan contingent upon (a) the consummation of the Merger, (b) the approval of the Unit Option Plan by a majority of the unitholders of the Partnership, and (c) the Optionee's continued service as a director of Homes until immediately prior to the Effective Time and Optionee's agreement to serve as a director of the Partnership's general partner after the Effective Time. Specifically, as a replacement of the Canceled Stock Option, on shall have an aggregate basis, the Partnership shall issue to Optionee a Replacement Unit Option to purchase the number of Class A Units of the Partnership exercise price equal to the product of the "Conversion Ratio" fair market value (as defined in the Merger Agreement1996 Stock Option Plan) multiplied by of the aggregate Common Stock on the date the Replacement Option grant is made, have the same exercise conditions (including methods of exercise) as the cancelled stock options and expire on the tenth anniversary of the Cancellation Date. The Executive hereby expressly consents to the aforementioned cancellation of the 45,909 stock options pursuant to this Section 6(b). To the extent that there is an insufficient number of shares of Homes common stock that are subject Common Stock available for awards granted under the 1996 Stock Option Plan and the Parent has not obtained stockholder approval of an amendment to the Canceled 1996 Stock Option. The exercise price per unit Option Plan to increase the number of shares of Common Stock available for awards granted thereunder, the Replacement Unit Option shall be equal conditioned upon the Parent obtaining stockholder approval of such an amendment. The Parent undertakes to propose, and recommend that the stockholders of the Parent approve, an amendment to the exercise price per share 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan at the next annual stockholder meeting of the Canceled Stock Option divided by Parent, which is to be held not later than June 15, 2001. Alpine, the Conversion Ratio. In the event that the grant majority stockholder of the Replacement Unit Option would result Parent, will confirm in an option to acquire a fractional Class A Unit, such fractional Class A Unit shall not be issued, and the aggregate exercise price for the Replacement Unit Option shall be reduced by the proportionate amount of the aggregate exercise price attributable writing to the fractional Class A Unit. The Replacement Unit Option shall be exercisable Parent that it would vote in accordance with the same vesting dates and expiration date as exist under the Canceled Stock Option, disregarding acceleration favor of such dates attributable to the Merger. Thus, the Replacement Unit Option shall have an expiration date of ten years from the date of grant of the Canceled Stock Option, and shall be exercisable in 18 equal and successive monthly installments over the Optionee's period of service as a member of the Board of Directors of Homes or the Managing Partner or as an employee of Homes or the Partnership, with the first installment to commence upon the completion of six months of service measured from the date of grant of the Canceled Stock Option. However, unless as otherwise provided herein, the benefits, rights, and features of the Replacement Unit Option shall be governed by the terms and conditions of the Unit Option Plan. New unit option agreements granting the Replacement Unit Option under the Unit Option Plan shall be distributed to the Optionee as soon as practicable following the Effective Time. The Replacement Unit Option as determined and granted in accordance with this Section 2 as of the Effective Time shall be as follows:amendment.
Appears in 1 contract
Samples: Executive Employment Agreement (Superior Telecom Inc)
Replacement Option. In the manner described hereunder, the Partnership hereby agrees to grant a replacement unit option ("Replacement Unit Option") under the Unit Option Plan contingent upon (a) the consummation of the Merger, (b) the approval of the Unit Option Plan by a majority of the unitholders of the Partnership, and (c) the Optionee's continued service employment as a director an officer and employee of Homes until immediately prior to the Effective Time and Optionee's agreement to serve as a director an officer and employee of the Partnership's general partner Partnership after the Effective Time. Specifically, as a replacement of the Canceled Stock Option, on an aggregate basis, the Partnership shall issue to Optionee a Replacement Unit Option to purchase the number of Class A Units of the Partnership equal to the product of the "Conversion Ratio" (as defined in the Merger Agreement) multiplied by the aggregate number of shares of Homes common stock that are subject to the Canceled Stock Option. The exercise price per unit of the Replacement Unit Option shall be equal to the exercise price per share of the Canceled Stock Option divided by the Conversion Ratio. In the event that the grant of the Replacement Unit Option would result in an option to acquire a fractional Class A Unit, such fractional Class A Unit shall not be issued, and the aggregate exercise price for the Replacement Unit Option shall be reduced by the proportionate amount of the aggregate exercise price attributable to the fractional Class A Unit. The Replacement Unit Option shall be exercisable in accordance with the same vesting dates and expiration date as exist under the Canceled Stock Option, disregarding acceleration of such dates attributable to the Merger. Thus, the Replacement Unit Option shall have an expiration date of ten years from the date of original grant of the Canceled Stock Option, and shall be exercisable in 18 equal and successive monthly installments over for 25% of the Optionee's period option units upon the completion of one year of service as a member of the Board of Directors of Homes or the Managing Partner or as an employee of Homes or the Partnership, with the first installment to commence upon the completion of six months of service measured from the date of grant of the Canceled Stock Option, and for the remaining option units in 36 equal monthly installments upon completion of each additional month of service thereafter as an employee of Homes or the Partnership. However, unless as otherwise provided herein, the benefits, rights, and features of the Replacement Unit Option shall be governed by the terms and conditions of the Unit Option Plan. New unit option agreements granting the Replacement Unit Option under the Unit Option Plan shall be distributed to the Optionee as soon as practicable following the Effective Time. The Replacement Unit Option as determined and granted in accordance with this Section 2 as of the Effective Time shall be as follows:
Appears in 1 contract
Samples: Stock Option Replacement Agreement (Brewer C Homes Inc)