Special Election for Employees With Respect to Vested Nonqualified Stock Options Sample Clauses

Special Election for Employees With Respect to Vested Nonqualified Stock Options. On or before the Cut-off Date, each holder of a vested nonqualified stock option to acquire Manor Care Common Stock who is an Employee or who is a non-employee Director of Manor Care who does not become a member of the Board of Directors of Choice on the Distribution Date may make a one-time election to specify the manner in which the Aggregate Spread attributable to such vested nonqualified stock option shall be allocated between a Conversion Award relating to vested nonqualified stock options to acquire Manor Care Common Stock and a Conversion Award relating to vested nonqualified stock options to acquire Choice Common Stock. With respect to an Employee who is a holder of vested nonqualified stock options but who is not a direct employee of Manor Care, Inc., such election shall relate to a selection between (1) a Conversion Award which relates exclusively to vested nonqualified options to acquire Common Stock of the entity for which such individual shall become an Employee on the Distribution Date or (2) a Conversion Award pursuant to which the Aggregate Spread is proportionately allocated between vested nonqualified options to acquire Manor Care Common Stock and vested nonqualified options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date. With respect to a holder of a vested nonqualified stock option who is either a direct employee of Manor Care or who is a non-employee Director of Manor Care who does not become a member of the Board of Directors of Choice as of the Distribution Date, such election shall relate to a selection between (1) a Conversion Award which relates exclusively to vested nonqualified options to acquire Common Stock of (a) Manor Care, in the case of a non-employee Director and (b) in all other cases, the entity for which such individual shall become an Employee on the Distribution Date, (2) a Conversion Award pursuant to which the Aggregate Spread is proportionately allocated between vested nonqualified options to acquire Manor Care Common Stock and vested nonqualified options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date, or (3) a Conversion Award pursuant to which (a) no less than fifty percent (50%) of the Aggregate Spread relates to vested nonqualified options to acquire Common Stock of (i) Manor Care, in the case of a non-employee Director and (ii) in all other cases, the entity of whic...
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to Special Election for Employees With Respect to Vested Nonqualified Stock Options

  • Nonqualified Stock Option The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.2. Executive may exercise such options in accordance with the terms and conditions of the stock option plan and the agreement pursuant to which such options were granted.

  • Restricted Stock Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Exercise of Nonqualified Stock Option If the Option does not ------------------------------------- qualify as an ISO, there may be a regular federal and California income tax liability upon the exercise of the Option. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Participant is a current or former employee of the Company, the Company may be required to withhold from Participant's compensation or collect from Participant and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income at the time of exercise.

  • Restricted Stock Units Subject to Plan This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

  • Employee Stock Options (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.

  • Non-Qualified Stock Options The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

  • Stock Option Vesting The provisions of this Section 2.2(d) shall apply to any equity based awards under the Omnibus Plan, the defined terms of which are incorporated in this Section 2.2(d) by reference.

  • Non-Qualified Stock Option This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly.

Time is Money Join Law Insider Premium to draft better contracts faster.