Rights Under Stock Plans. (a) Each unexpired and unexercised option to purchase shares of Company Common Stock (the "Company Options") issued pursuant to the Company's 1996 Equity Incentive Plan (the "Company Stock Option Plan"), or otherwise granted by the Company outside the Company Stock Option Plan, each of which issued and outstanding Company Options are set forth in Section 3.03 of the Company Disclosure Schedule (as defined below), shall, at the Effective Time and at the election of the holder of such Company Options, either (i) be assumed by IHK and shall constitute an option to acquire, on the same terms and conditions as were applicable under such assumed Company Option, a number of shares of IHK Common Stock equal to the product of (A) the Stock Consideration and (B) the number of shares of Company Common Stock subject to such Company Option, at a price per share equal to the amount obtained by dividing the exercise price of such Company Option by the Stock Consideration (the "Substitute Options") or (ii) each Company Option which is vested or exercisable or shall become vested or exercisable as a result of the Offer or the Merger shall be canceled by the Company, and each holder of a Company Option so canceled shall be entitled to receive an amount in cash equal to the difference between the Offer Price and the exercise price of such Company Option. Each holder of a Company Option shall make such election by notifying the Company and IHK by 5:00 p.m. New York City time on the Election Date (as defined below). At the Effective Time, IHK shall deliver to holders of Company Options, who make the election set forth in clause (i) of the preceding sentence, appropriate option agreements representing the right to acquire shares of IHK Common Stock on the same terms and conditions as contained in the outstanding Company Options. IHK shall adopt and comply with the terms of the Company Stock Option Plan as it applies to Company Options assumed as set forth above including, without limitation, provisions regarding the accelerated vesting of Company Options which shall occur by virtue of consummation of the Merger, to the extent required by the terms of such Company Options or the Company Stock Option Plan. The date of grant of each Substitute Option shall be deemed to be the date on which the corresponding Company Option was granted. It is the intention of the parties that, subject to applicable Law, the Substitute Options qualify following the Effective Time as incentive stock o...
Rights Under Stock Plans. 9 SECTION 2.10 Exchange of Certificates............................. 10 SECTION 2.11 Elections............................................ 12 SECTION 2.12
Rights Under Stock Plans. 28 SECTION 5.8 Filings; Other Action.........................................................................29 SECTION 5.9 Further Assurances............................................................................29 SECTION 5.10 Company Acquisition Proposals.................................................................29 SECTION 5.11 Director and Officer Liability................................................................30 SECTION 5.12 Accountants' "Comfort" Letters................................................................31 SECTION 5.13
Rights Under Stock Plans. 5 SECTION 2.11 Exchange of Certificates................6 SECTION 2.12
Rights Under Stock Plans. Upon the Effective Time, all stock options granted to Executive by Ask Jeeves that are then unvested and outstanding shall fully vest and remain exercisable until the earlier of (i) the expiration of the applicable option term or (ii) should Executive's employment terminate before the applicable option term expires, the applicable post-termination option exercise period (and will be adjusted, under the Merger Agreement, into options for shares of common stock of Parent). In addition, the Company acknowledges that immediately prior to the Effective Time, Executive shall become entitled to shares of Ask Jeeves common stock from Ask Jeeves (which, as adjusted under the Merger Agreement, will result in the receipt of shares of common stock of Parent) to which he would have been entitled under the 1999 Equity Incentive Plan Conditional Stock Award Agreement dated September 30, 2003, had he incurred an Involuntary Termination (as defined in the Conditional Stock Award Agreement) upon the Effective Date (90,000 shares of common stock of Ask Jeeves as of the date of this Agreement).
Rights Under Stock Plans. 9 SECTION 2.09 Nonqualified Deferred Compensation Plan.........10 ARTICLE III
Rights Under Stock Plans. Immediately prior to the Effective Time, the Company shall take such action as may be necessary so that each then outstanding option (including stock purchase rights and options granted to outside directors) to purchase Shares, each holder of any other right to receive Shares subject to vesting, settlement or other conditions (whether or not conditioned upon the payment of consideration by such holder), each employee who has made an election on or before the date hereof to purchase Shares under a stock purchase arrangement in effect on or before the date hereof (regardless of whether such Shares have been purchased or have been allocated from treasury stock in response to such election or whether the settlement or allocation of such Shares is subject to vesting or other conditions, but, in the case of the salary reduction plans, only with respect to Shares to be allocated with respect to reductions in salary if such salary reduction relates to the period prior to the Effective Time), and each holder of Shares subject to vesting or other restrictions pursuant to any employee benefit or stock plan (including, without limitation, any stock option, stock purchase, restricted stock or other plan) (the "Stock Plans"), whether or not such options or rights are then vested or exercisable, or such elections have been fulfilled or honored or such restrictions have lapsed or terminated (the "Rights"), shall be cancelled by the Company, and each holder of a Right to be cancelled shall be entitled to receive that number of Shares as is equal to the product of (i) the total number of Shares subject to such holder's Rights, and (ii) the excess, if any, of (x) $40.50 over (y) the exercise price per Share previously subject to each such Right, and (iii) 0.02469 (the "Right Consideration") upon cancellation of such Rights immediately prior to the Effective Time, and such holder shall be given the opportunity to make the elections described in Section 2.02 (subject to proration as provided in Section 2.03) with respect to the Shares to be issued as such Right Consideration; provided, however, that with respect to any person subject to Section 16 of the Exchange Act, to the extent that the payment or the right to receive payment with respect to the Rights (or the Shares relating thereto) would cause such person to have any liability under Section 16 of the Exchange Act, any such amount shall be paid on (and shall not be payable until) the first business day following the expi...
Rights Under Stock Plans. (b) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of its common stock for delivery upon exercise of the Company Options assumed in accordance with this Section 2.10. Parent shall file and cause to be effective as of the Effective Time a registration statement on Form S-8 or other appropriate form, with respect to shares of Parent Common Stock that will be subject to the Company Options and use commercially reasonable efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus contained therein) for so long as such Company Options remain outstanding.
(c) Certain non-officer employees have been granted awards of restricted shares under the 1996 Stock Incentive Plan that have not yet been issued, all of which awards of restricted stock are set forth on Section 3.02(a) of the Company Disclosure Letter (the "Restricted Shares," together with the Company Options, the "Rights"). All of such Restricted Shares will be issued prior to the Effective Time pursuant to the Company's standard Restricted Stock Award Agreement, which provides for acceleration of vesting in the event of a "Change in Control" (as defined therein), which the Merger constitutes.
Rights Under Stock Plans. Section 5.8. Filings; Other Action. . . . . . . . . . . . . . . . . . .30 Section 5.9. Further Assurances . . . . . . . . . . . . . . . . . . . .32 Section 5.10. No Inconsistent Activities . . . . . . . . . . . . . . . .32 Section 5.11. Director and Officer Liability . . . . . . . . . . . . . .32 Section 5.12. Accountants' "Comfort" Letters . . . . . . . . . . . . . .34 Section 5.13. Additional Reports . . . . . . . . . . . . . . . . . . . .34
Rights Under Stock Plans. 5 SECTION 2.11 Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 2.12
