Settlement of Options. Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any Trident Options or Fountain Options, each of Trident and Fountain, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from any other Party; provided, however, that if a Party resolves to amend the vesting schedule and/or exercise period of an employee or former employee’s Trident Options or Fountain Options, as the case may be, then (i) the Party that requested such amendment shall reimburse the Party that made such amendment for any increased compensation or other costs incurred by the amending Party (determined in accordance with the amending Party’s normal practices) in connection with such amendment, and (ii) the amending Party shall make any required changes to implement such requested amendment; provided, further, however, that the foregoing proviso shall in no event apply to any individual who is a member of the Board of Directors of Fountain.
Settlement of Options. Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any Tyco Options, Electronics Options or Healthcare Options, each of Tyco, Healthcare and Electronics, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from any other Party; provided, however, that if a Party resolves to amend the vesting schedule and/or exercise period of an employee or former employee’s award, then (i) the employing Party shall reimburse the issuing Party for any increased compensation or other costs incurred by the issuing Party (determined in accordance with the issuing Party’s normal practices) in connection with such amendment, and (ii) the issuing Party shall make any required changes to implement the requested amendment.
Settlement of Options. Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any Tyco Options or ADT NA Options, each of Tyco and ADT NA, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from any other Party; provided, however, that if a Party resolves to amend the vesting schedule and/or exercise period of an employee or former employee’s Tyco Options or ADT NA Options, as the case may be, then (i) the Party that requested such amendment shall reimburse the Party that made such amendment for any increased compensation or other costs incurred by the amending Party (determined in accordance with the amending Party’s normal practices) in connection with such amendment, and (ii) the amending Party shall make any required changes to implement such requested amendment.
Settlement of Options. Subject to the terms of this Agreement and any other agreement made by the Parties from time to time, upon the exercise of any Tyco Options, Electronics Options or Healthcare Options, each of Tyco, Healthcare and Electronics, respectively, shall be solely responsible to issue shares in settlement of such options without reimbursement, recourse or other compensation from any other Party.
Settlement of Options. (a) Executive acknowledges (i) he was issued 295,333 options of which 73,833 are vested as of the Separation Date, and (ii) that any such options, whether vested or unvested, shall immediately expire and be forfeited as of the Separation Date.
(b) The Executive acknowledges that GNC and Executive entered into a Stock Subscription Agreement, dated December 5, 2003, pursuant to which Executive purchased 62,500 shares of GNC’s common stock (the “Purchased Shares”) and that pursuant to Section 4.3(c)(vi) of the Employment Agreement, for the one hundred eighty (180)-day period following the Separation Date, the Company (or its designee) has the right to purchase from Executive and Executive has agreed to sell to the Company (or its designee) any or all of such Purchased Shares for an amount equal to the product of (x) the per share current fair market value of a share of GNC common stock (as determined by the Board of Directors of the Company (the “Board”) in good faith) and (y) the number of shares so purchased (the “Share Repurchase Option”).
(c) By this Agreement, GNC (as the Company’s designee) hereby exercises its Share Repurchase Option with respect to all of the Purchased Shares at a repurchase price equal to $6.00 per share effective as of the first day following the Separation Date, which amount totals $375,000 and shall be payable on or before March 31, 2005. Executive hereby waives his right to request that the Board obtain a fairness opinion regarding the value of the Purchased Shares.
Settlement of Options. Option Holder agrees to receive, in settlement --------------------- of each Option held by Option Holder, where such amount is positive, a cash payment from the Company in an amount equal to the product of the Offer Price minus the exercise price per Share of each Option and the number of Shares covered by such Option as set forth in Section 2.08 of the Merger Agreement (a copy of this section is attached hereto as Exhibit A). Subject to any applicable withholding taxes, such payment shall be made upon the date (the "Payment Date") that is the latest of (i) the Completion of the Offer (as defined in the Merger Agreement), (ii) the first business day of January 2000 or (iii) the earlier of (A) 30 business days after the termination notice is given in accordance with the terms of the Plan or (B) the date of this Option Agreement.
Settlement of Options. Option Holder agrees to receive, in settlement of each Option held by Option Holder, a cash payment from the Company in an amount equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject or related to such Option, as set forth in Sections 2.10 and 6.8 of the Merger Agreement (a copy of each such section is attached hereto as Exhibit A). In accordance with Sections 2.10 and 6.8 of the Merger Agreement, such payment shall be made immediately before the Effective Time.
Settlement of Options. As of the Effective Time, each outstanding Option shall be cancelled and retired by virtue of the Merger and the written consent of the board of directors of Holdings and each Option Holder shall cease to have any rights with respect thereto, other than the right to receive for each such share of Capital Stock underlying such Option an amount per such underlying share of Capital Stock (without interest and subject to applicable withholding tax) in cash equal to (a) the Per Share Amount minus the applicable portion of the Aggregate Exercise Price pertaining to such Option (the “Per Option Amount”), and (b) such Option Holder’s Per Share Portion of (i) the Positive Adjustment Amount, if any, (ii) the Purchase Price Adjustment Holdback Amount (or any remaining portion thereof), if any, (iii) the RWI Holdback Amount (or any remaining portion thereof), if any, (iv) the Retention Bonus Holdback Amount (or any remaining portion thereof), if any, (v) the Indemnity Holdback Amount (or any remaining portion thereof), if any, (vi) the Special Indemnity Holdback Amount (or any remaining portion thereof), if any, (vii) the Reserve Amount (or any remaining portion thereof), if any and (viii) the Reserves (or any remaining portion thereof), if any (clauses (a) and (b) together, the “Aggregate Per Option Amount”). In addition, each Option Holder has the right to receive his, her or its portion of the Earnout Payments in accordance with Section 2.12 of this Agreement. Payment of the Per Option Amount to each of the Option Holders (net of applicable withholding) shall be made by Buyer through its standard payroll procedures, subject to the terms and conditions of this Agreement, in the next applicable payroll cycle following Buyer’s receipt of notice from the Paying Agent that such Option Holder has delivered a duly executed Letter of Transmittal. Payment of the remaining portion of the Aggregate Per Option Amount to each Option Holder (net of applicable withholding) shall be made by Buyer through its standard payroll procedures as, if and promptly following the time at which such amounts are released or paid to the Shareholder Representative or the Paying Agent, as applicable, pursuant to the terms of this Agreement, the Escrow Agreement, the Shareholder Representative Agreement and the Paying Agent Agreement and the Shareholder Representative or the Paying Agent, as applicable, releases or pays such amounts to Buyer. At the Effective Time, the Option Plan shall terminate ...
Settlement of Options. PCFC agrees that it will, within 10 Business Days following the Effective Time, pay to Optionee in cash or cash equivalent, without interest, the Option Settlement Amount. The "Option Settlement Amount" means an amount equal to (a) the Per Share Cash Consideration multiplied by the number of shares of CU Stock that immediately prior to the Effective Time are subject to unexercised CU Options held by Optionee, less (b) the aggregate exercise price for such unexercised CU Options.
Settlement of Options. Subject to any applicable terms and conditions of this Agreement, Options will be settled either by the delivery of Shares or cash in lieu thereof to Optionee or, in the event of Optionee’s death, to Optionee’s estate, heir or beneficiary, upon receipt of a written notice satisfying the provisions of Section 2.1 above; provided that Optionee shall have satisfied all of the tax withholding obligations described in Section 2.4 below, and provided that Optionee has completed, signed and returned any documents and taken any additional action that the Company deems appropriate to enable it to accomplish the delivery of the Shares or cash in lieu thereof.
