Review of Option Plan and Agreement Sample Clauses

Review of Option Plan and Agreement. The parties hereto acknowledge that the Internal Revenue Service is expected to issue additional guidance in the early fall of 2005 concerning 409(a) plans (the “Additional Guidance”). Accordingly, the Cooperative agrees to undertake a review of its 2002 Option Plan (the “Option Plan”) and the Option Agreement in favor of the Executive dated March 1, 2002 (the “Option Agreement”) in order to determine the need to amend, restate or terminate the Option Plan and/or the Option Agreement in light of existing authority and the Additional Guidance, which review will be completed on or before December 31, 2005 or, if later, the 60th day after the Additional Guidance is issued. If the Cooperative determines that any amendment, restatement or termination of the Option Plan and/or the Option Agreement is necessary or appropriate, (i) the Cooperative agrees to seek to implement any such amendment, restatement or termination so as to minimize the tax liability to the Executive and to the Cooperative; and (ii) the Executive agrees that, if his consent or agreement is required with respect to any such amendment, restatement or termination, he will not unreasonably withhold his consent or agreement. The Cooperative further agrees that if the Option Plan or the Option Agreement is amended, restated or terminated, the Cooperative will seek to provide the Executive with a benefit that is no less valuable than the benefit to which he would have been entitled under the Option Plan and the Option Agreement, assuming that the Option Plan and the Option Agreement had remained in effect, unchanged, through the date when the Executive attained age sixty two (62) and his employment with the Cooperative terminated.
Sample 1
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Related to Review of Option Plan and Agreement

  • Terms of Option The Option granted hereunder shall be exercisable from time to time by the Optionee by the giving of written notice of exercise to the Company in advance of an exercise date hereinafter set forth, specifying the number of shares to be purchased, and by payment of the purchase price therefore by either (i) cash or certified or cashier's bank check to the order of the Company, or (ii) shares of stock of the Company having a fair market value equal to the purchase price on the exercise date, subject, however, to the following restrictions: (a) The Option shall be exercisable within a ten (10) year period beginning on the Granting Date and only in the following maximum amounts: (i) none until the expiration of one (1) year from Granting Date (the waiting period); (ii) 25% of all shares after one (1) year from Granting Date; (iii) 50% of all shares after two (2) years from Granting Date; (iv) 75% of all shares after three (3) years from Granting Date; (v) 100% of all shares after four (4) years from Granting Date. This Option shall expire ten (10) years after the Granting Date. To the extent that the Optionee does not purchase part or all of the shares of Common Stock to which he is entitled, this Option shall expire as to such unpurchased shares. (b) Notwithstanding the provisions of subparagraph (a) of paragraph 3 of this Agreement, in the event the Company shall not be the surviving corporation in any merger, consolidation, or reorganization, or in the event of the acquisition by another corporation of all or substantially all of the assets of the Company and if such surviving, continuing, successor or purchasing corporation does not agree to assume or replace the Option granted hereunder in accordance with paragraph 8 of this Agreement, or in the event of the liquidation or dissolution of the Company, the Option granted hereunder shall become immediately exercisable to the extent of all of the aggregate number of shares subject to this Option for a period commencing thirty (30) days immediately prior to and ending on the day immediately prior to such merger, consolidation, reorganization or acquisition of all or substantially all of the assets of the Company, or the liquidation or dissolution of the Company. (c) Notwithstanding the provisions of subparagraph (a) of paragraph 3 of this Agreement, in the event of a Change of Control of the Company, the Option granted hereunder shall become immediately exercisable to the extent of all of the aggregate number of shares subject to this Option. In the event of a Change of Control, the Company shall notify the Optionee as soon as practicable of the Optionee's rights hereunder. For purposes of this subparagraph (c), a "Change of Control" shall have the meaning set forth in Section 2.7 of the Plan. (d) The Option shall be exercisable in the manner set forth above, during the lifetime of the Optionee only by him or her and may not be exercisable by Optionee unless at the time of exercise he or she is a full-time employee or Consultant of the Company or of one of its subsidiary corporations and shall have been continuously so employed or engaged as a Consultant since the Granting Date, or, if the Optionee's employment and/or engagement with the Company or any of its subsidiary corporations shall have terminated the Option shall be exercisable only if exercised prior to the expiration of twelve (12) months after the date of such termination or prior to ten (10) years after the Granting Date, whichever shall first occur, and (except as otherwise provided by subparagraph (b) and subparagraph (c) of this paragraph 3) only to the extent that the Optionee was entitled to exercise the Option prior to the date of such termination. (e) The Option shall be exercisable after the death of the Optionee only if the Optionee shall at the time of his or her death have been an employee and/or a Consultant of the Company and shall have been continuously employed and/or engaged as a Consultant since the Granting Date, and then (i) only by or on behalf of such person or persons to whom the Optionee's rights under the Option shall have been passed by the Optionee's will or by the laws of descent and distribution, (ii) (except as otherwise provided by subparagraph (b) and subparagraph (c) of this paragraph 3) only to the extent that the Optionee was entitled to exercise said Option prior to the date of his or her death, and (iii) only if said Option is exercised prior to the expiration of twelve (12) months after the date of the Optionee's death or prior to ten (10) years after the Granting Date, whichever shall first occur. (f) In the event the job classification and/or duties of the Optionee shall be changed and such change shall, in the opinion of the Compensation Committee, reflect a lower job classification and/or a reduction in responsibility or duties of the Optionee, the Company shall have the right, exercisable by written notice to the Optionee, within ninety (90) days after such notice, to terminate this Option as to any and all unpurchased shares.

  • Stock Option Agreement Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. Options may be granted in consideration of a reduction in the Optionee’s other compensation.

  • Amendment of Option This Agreement and the terms of the Option may be amended by the Board or the Committee at any time (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable due to any addition to or change in the Code or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of WGNB and the Grantee.

  • 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.

  • Option Agreement Each Option granted pursuant to this Section 9 shall be evidenced by a written stock option agreement, which shall be executed by the Non-employee Director and the Company.

  • Grant Agreement) This represents the status at the time of signature of this Consortium Agreement.

  • 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.

  • Stock Purchase Agreement (a) Purchaser understands and agrees that the conversion of the Note into equity securities of the Company may require such Purchaser’s execution of certain agreements (in form reasonably agreeable to a majority in interest of the Purchasers) relating to the purchase and sale of such securities as well as registration, information and voting rights, if any, relating to such equity securities. (b) Purchaser agrees to be bound by the agreements described in Section 2(a).

  • 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.

  • Transition Plan In the event of termination by the LHIN pursuant to this section, the LHIN and the HSP will develop a Transition Plan. The HSP agrees that it will take all actions, and provide all information, required by the LHIN to facilitate the transition of the HSP’s clients.

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