Common use of Rollover Options Clause in Contracts

Rollover Options. Notwithstanding anything herein to the contrary, in the event of a Merger of Equals all Options granted hereunder shall become immediately exercisable by the Optionee and the Options shall be converted into options to purchase the stock of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive in the transaction (the 'Rollover Options'). The Rollover Options shall be subject to the same terms and conditions as those applicable to the Options held prior to the Merger of Equals, including, but not limited to, exercisability and Option Period, except as hereinafter provided. If the Aggregate Value consists only of shares of a publicly traded security ('New Security'), each Rollover Option shall entitle the holder to purchase the number of shares of New Security which is equal to the product of (a) the Exchange Ratio (as hereinafter defined) and (b) the number of shares of Common Stock subject to the Option immediately prior to the effective date of the Merger of Equals (rounded to the nearest full number of shares). The exercise price for each Rollover Option shall be the exercise price per share of each Option divided by the Exchange Ratio (rounded to the nearest full cent). For purposes hereof, 'Exchange Ratio' shall mean the ratio for exchanging Common Stock held by the stockholders of Xxxxxx-Xxxxxxx Company for shares of New Security which is set forth in the definitive agreement pertaining to the transaction. If the Aggregate Value consists of consideration other than New Securities, the Board shall make appropriate adjustments to the number of Rollover Options and the exercise price thereof. In addition, with respect to Options granted after March 25, 1997, if an optionee who is not 55 years old is terminated within three (3) years following the Merger of Equals (for a reason other than 'Termination for Just Cause,' as defined in the Xxxxxx-Xxxxxxx Company Enhanced Severance Plan), such optionee's Options shall remain exercisable notwithstanding such termination of employment by the Company or any successor or its affiliates and such Options shall be exercisable until two years following the termination of employment, but in no event after the expiration of the Option Period.

Rollover Options. Notwithstanding anything herein Each of the Sellers who holds Options may elect, by delivery to the contrary, Company of a notice in the event form of a Merger of Equals all Options granted hereunder shall become immediately exercisable Exhibit D hereto (the "Rollover Notice") received by the Optionee and Company at least five business days prior to the Closing Date, to replace the Options shall be converted into specified in the Rollover Notice (the "Rollover Options") with options to purchase the preferred stock of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive Buyer (the "Replacement Options"). At the Closing, the Buyer shall issue to each such Seller who timely delivers a Rollover Notice Replacement Options having an aggregate value (based on the price per share paid by investors in the transaction (Buyer at the 'Rollover Options'). The Rollover Options shall be subject to Closing for the same terms and conditions as those applicable to the Options held prior to the Merger of Equals, including, but not limited to, exercisability and Option Period, except as hereinafter provided. If the Aggregate Value consists only of shares of a publicly traded security ('New Security'), each Rollover Option shall entitle the holder to purchase the number of shares of New Security which is equal to the product of (a) the Exchange Ratio (as hereinafter defined) and (b) the number of shares of Common Stock subject to the Option immediately prior to the effective date of the Merger of Equals (rounded to the nearest full number of shares). The exercise price for each Rollover Option shall be Buyer's preferred stock less the exercise price per share for the Replacement Options) equal to the aggregate Options Spreads under such Seller's Rollover Options. The Replacement Options shall be issued pursuant to stock option agreements substantially in the form of each Exhibit E attached hereto (the "New Stock Option divided Agreements") to be executed by the Exchange Ratio (rounded to Buyer and the nearest full cent). For purposes hereof, 'Exchange Ratio' shall mean the ratio for exchanging Common Stock held by the stockholders of Xxxxxx-Xxxxxxx Company for shares of New Security which is set forth in the definitive agreement pertaining to the transaction. If the Aggregate Value consists of consideration other than New Securities, the Board shall make appropriate adjustments to the number holders of Rollover Options and at the exercise price thereofClosing. In addition, with respect Any Seller holding Options who fails to Options granted after March 25, 1997, if an optionee who is not 55 years old is terminated within three (3) years following deliver a Rollover Notice to the Merger of Equals (for a reason other than 'Termination for Just Cause,' as defined Company at the address specified in the Xxxxxx-Xxxxxxx Company Enhanced Severance PlanRollover Notice at least five business days prior to the Closing Date shall not be entitled to replace any of his or her Options with Replacement Options and shall be required to exercise all of his or her Options at the Closing in accordance with Section 1.4(b). Notwithstanding the foregoing, such optionee's (i) Xxxxxx X. Xxxxxxxx hereby agrees to elect to replace Options shall remain exercisable notwithstanding such termination having aggregate Option Spreads of employment at least $1,000,000 for Replacement Options by delivering a corresponding Rollover Notice to the Company or any successor or its affiliates at least five business days prior to the Closing Date, and if he fails to timely deliver a Rollover Notice providing for such Options election, he shall be exercisable until two years following deemed to have elected to replace Options having aggregate Options Spreads of $1,000,000 with Replacement Options, and (ii) Xxxxxx X. Xxxxxxxxxx hereby agrees to elect to replace Options having aggregate Option Spreads of at least $500,000 for Replacement Options by delivering a corresponding Rollover Notice to the termination Company at least five business days prior to the Closing Date, and if he fails to timely deliver a Rollover Notice providing for such election, he shall be deemed to have elected to replace Options having aggregate Options Spreads of employment, but in no event after $500,000 with Replacement Options. Each holder of Options who timely delivers a Rollover Notice to the expiration of Company agrees not to exercise any Rollover Options at or prior to the Option PeriodClosing.

Rollover Options. Notwithstanding anything herein to At the contraryEffective Time, in PubCo shall assume the event of a Merger of Equals all Options granted hereunder shall become immediately exercisable by the Optionee Stock Option Plan and the 2018 Stock Option Plan and all outstanding Rollover Options following the transactions contemplated by Section 2.7(a)(i) and Section 2.7(b)(ii), such that, subject to Section 2.7(b)(iii), the Rollover Options will be assumed and converted into the right to receive fully-vested options in respect of shares of PubCo Common Stock, subject to adjustments in a manner consistent with the requirements of Section 409A of the Code and Section 424(a) of the Code. Such adjustments shall be converted into options to purchase made in a manner that does not reduce the stock Aggregate Spread Value of the company which other shareholders of Xxxxxx-Xxxxxxx Company receive in the transaction (the 'Rollover Options'). The Any Rollover Options shall be subject rolled over in, and converted into, options on PubCo Common Stock in accordance with the following: (1) the new exercise price of each such Rollover Option (the “New Exercise Price”) shall be the lesser of (x) the product of (i) the Reference Price multiplied by (ii) the ratio of the existing exercise price of such Rollover Option to the same terms Per Share Amount and conditions as those applicable to (y) the Options held prior to product of (i) the Merger of EqualsReference Price multiplied by (ii) 25%, including, but not limited to, exercisability and Option Period, except as hereinafter provided. If the Aggregate Value consists only of shares of a publicly traded security ('New Security'), each Rollover Option shall entitle the holder to purchase 2) the number of shares new PubCo options to be granted from the Optionholder’s Rollover Options shall be equal to the quotient of (i) the Aggregate Spread Value of such Rollover Options divided by (ii) the difference between the Reference Price and the New Security which is Exercise Price. The Stock Option Plan shall provide that holders of fractional options for PubCo Common Stock shall be entitled to receive in respect of each such fractional option an amount in cash equal to the product of (ax) the Exchange Ratio amount of such fractional option (expressed as hereinafter defineda percentage) and multiplied by (by) the number difference between the Reference Price and the New Exercise Price of such fractional option, and shall not be entitled to exercise such fractional option to purchase shares of PubCo Common Stock subject Stock. Prior to Closing, the Option immediately prior to the effective date board of directors of the Merger Company and PubCo shall adopt resolutions and take such other actions as necessary or appropriate to implement the provisions of Equals (rounded to the nearest full number of sharesthis Section 2.7(a)(ii). The exercise price for each Rollover Option shall be the exercise price per share of each Option divided by the Exchange Ratio (rounded to the nearest full cent). For purposes hereof, 'Exchange Ratio' shall mean the ratio for exchanging Common Stock held by the stockholders of Xxxxxx-Xxxxxxx Company for shares of New Security which is set forth in the definitive agreement pertaining to the transaction. If the Aggregate Value consists of consideration other than New Securities, the Board shall make appropriate adjustments to the number of Rollover Options and the exercise price thereof. In addition, with respect to Options granted after March 25, 1997, if an optionee who is not 55 years old is terminated within three (3) years following the Merger of Equals (for a reason other than 'Termination for Just Cause,' as defined in the Xxxxxx-Xxxxxxx Company Enhanced Severance Plan), such optionee's Options shall remain exercisable notwithstanding such termination of employment by the Company or any successor or its affiliates and such Options shall be exercisable until two years following the termination of employment, but in no event after the expiration of the Option Period.