SFC Stock Option Termination and Releases Sample Clauses

SFC Stock Option Termination and Releases. Following the date of this Agreement, and not less than 30 days before the Effective Time, SFC shall enter into a written agreement (an “Option Release”) in form reasonably satisfactory to FCB with each holder of a then outstanding SFC Stock Option and providing that, immediately prior to the Effective Time, (a) each then outstanding SFC Stock Option held by that holder shall terminate automatically and be cancelled, (b) with respect to each such SFC Stock Option, SFC will pay to that holder, in cash, an amount (if any) equal to (i) $22.00, minus the exercise price of that SFC Stock Option as provided in the written agreement evidencing it, multiplied by (ii) the number of shares covered by the SFC Stock Option, (c) the holder understands and agrees that no assurances or representations are being made to him or her by SFC or FCB with respect to the tax treatment of any such payment, and the holder will be and remain responsible for the timely payment of all federal and state income taxes and his or her portion of any FICA and FUTA taxes applicable to the above payment, (d) SFC and its successors in interest may withhold from such payment any and all such taxes that it reasonably believes it is required to withhold, and (e) the holder fully and completely releases SFC and its successors in interest from any further obligation with respect to his or her SFC Stock Options and from any liability for the tax consequences of such payment. No such payment shall be made to any holder of an SFC Stock Option unless and until the holder executes and delivers an Option Release to SFC. Payments made by SFC pursuant to executed Option Releases as described in this Paragraph 7.10 shall not be deemed to breach any covenant of SFC or SNB hereunder or to result in a breach of any representation or warranty of SFC or SNB herein, provided, that such payments shall not be made with respect to an aggregate number of SFC Stock Options that exceeds the number of such options Previously Disclosed to FCB. As a result of the Merger, FCB will become responsible for SFC’s payment obligations, and shall become entitled to all rights of SFC, under each Option Release, from and after the Effective Time.
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Related to SFC Stock Option Termination and Releases

  • Termination and Release (i) This Guaranty shall automatically terminate on the Termination Date.

  • Severance Compensation upon Termination Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall pay to the Employee, within fifteen (15) days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in paragraph (b) of Section 11 hereof cannot be completed within fifteen (15) days) an amount in cash equal to three (3) times the sum of the Employee’s Base Salary in effect either immediately prior to the Separation from Service or immediately prior to the Change of Control, whichever is higher.

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Termination of Employment with Severance Benefits (a) The Executive shall be entitled to the severance benefits described in section 9(b) in the event that:

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Competition After Termination of Employment The Company shall not pay any benefit under this Agreement if the Executive, without the prior written consent of the Company and within 2 years from the Executive’s Termination of Employment, engages in, becomes interested in, directly or indirectly, as a sole proprietor, as a partner in a partnership, or as a substantial shareholder in a corporation, or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of the business of the Company, which enterprise is, or may deemed to be, competitive with any business carried on by the Company as of the date of termination of the Executive’s employment or retirement. This section shall not apply following a Change in Control.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Exercise After Termination of Employment (A) Except as otherwise provided in this Agreement, the OPTION shall be exercisable only while the OPTIONEE is in the employment of the COMPANY and then only if the OPTION has become exercisable by its terms, and if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment.

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

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