Common use of Stock Incentives Clause in Contracts

Stock Incentives. (a) Parent shall not assume or otherwise replace any options to purchase Company Common Stock granted under the Company Stock Plans (each, a “Company Stock Option”) in connection with the Transactions. Upon the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of Company Stock Options, each Company Stock Option outstanding as of immediately prior to the Effective Time will be canceled automatically at the Effective Time and will thereafter, in consideration for the cancellation, represent only the right to receive an amount of cash, if any, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Amount over (B) the exercise price per share of the Company Common Stock subject to such Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock Option, and further understood and agreed that with respect to each Company Stock Option for which the exercise price exceeds the Per Share Amount, such Company Stock Option shall be cancelled and extinguished without consideration) and (2) the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, regardless of the vested status of such Company Stock Option. (b) All amounts payable pursuant to this Section 3.09 will be subject to any required withholding of Taxes and shall be paid by Parent (or, at Parent’s direction, by the Company) at or as soon as practicable following the Effective Time, but in no event later than five (5) Business Days following the Effective Time, without interest. To the extent that amounts are deducted or withheld for Taxes, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall take all action necessary to effect the cancellation and, in consideration for the cancellation, cash-out of Company Stock Options upon the Effective Time, including taking such actions, at the reasonable request of Parent, which are necessary or appropriate to effectuate the transactions contemplated by this Section 3.09. Any notices, consents or other communications to holders of Company Stock Options will be subject to the review and approval of Parent, which shall not be unreasonably withheld or delayed. (d) Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors shall adopt a resolution consistent with the interpretative guidance of the SEC so that the disposition of Shares or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Stock Incentives. (a) Parent The Company shall not assume or otherwise replace any use its reasonable best efforts to cause each holder of options to purchase Company Common Stock granted under the a Company Stock Plans Plan (each, a “Company Stock Option”) in connection with the Transactions. Upon the terms and subject each holder of restricted stock units representing shares of Company Common Stock granted under a Company Stock Plan (each, a “Company RSU”) to agree, if and to the conditions set forth in this Agreement, extent required by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of applicable Company Stock OptionsPlan or applicable law, each Company Stock Option outstanding as of no later than immediately prior to the Effective Time, that each Company Stock Option and Company RSU outstanding at the Effective Time will shall be canceled automatically at the Effective Time and will thereafter, in consideration for the cancellation, shall thereafter represent only the right to receive an amount of cash, if any, without interestcash (i) in respect of each such Company Stock Option, equal to the product of (1A) the excess, if any, of (Ax) the Per Share Amount over (By) the exercise price per share of the Company Common Stock subject to such Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock Option, and further understood and agreed that with respect to each Company Stock Option for which the exercise price exceeds the Per Share Amount, such Company Stock Option shall be cancelled and extinguished without consideration) and (2B) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Timeits cancellation, regardless of the vested status of such Company Stock Option, and (ii) in respect of each such Company RSU, equal to the product of (A) the Per Share Amount and (B) the number of shares of Company Common Stock subject to such Company RSU immediately prior to its cancellation, regardless of the vested status of such Company RSU. (b) All amounts payable pursuant to this Section 3.09 will shall be subject to any required withholding of Taxes and shall be paid by Parent (or, at Parent’s direction, by the Company) at or as soon as practicable following the Effective Time, but in no any event later than within five (5) Business Days following the Effective Time, without interest. To ; provided, however, that if a Company RSU provides for the extent deferral of compensation subject to Code Section 409A, any amount payable with respect to such Company RSU shall be paid on January 2, 2009; provided, further, that amounts are deducted or withheld for Taxesif any portion of a Company RSU that is subject to Code Section 409A is otherwise payable in accordance with its terms during 2008, such amounts portion shall be treated paid on the date during 2008 provided under the agreement governing the Company RSU. The cancellation of a Company Stock Option or Company RSU in exchange for the cash payment described in this Section shall be deemed a release of any and all purposes under this Agreement as having been paid to rights the Person to whom holder of such amounts would otherwise Company Stock Option or Company RSU had or may have been paidhad in respect thereof, and any required consents from all such holders shall so provide. (c) Prior to the Effective Time, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall take all action necessary or cause to effect be taken such actions as are required to cause (i) the cancellation and, in consideration for the cancellation, cash-out of Company Stock Options upon Plans to terminate as of the Effective Time, including taking such actions, at without prejudice to the reasonable request of Parent, which are necessary or appropriate to effectuate the transactions contemplated by this Section 3.09. Any notices, consents or other communications to holders of Company Stock Options will and Company RSUs, and (ii) the provisions in any other Company benefit plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to be subject to deleted as of the review and approval of Parent, which shall not be unreasonably withheld or delayedEffective Time. (d) Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors shall adopt a resolution consistent with the interpretative guidance of the SEC so that the disposition of Shares or Shares, Company Stock Options or Company RSUs pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will shall be an exempt transaction for purposes of Section 16 of the Exchange Act.

Stock Incentives. Not later than thirty (a30) Parent shall not assume or otherwise replace any options to purchase Company Common Stock granted under days after the Company Stock Plans (each, a “Company Stock Option”) in connection with date on which the Transactions. Upon the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Parent, PurchaserExecutive's employment terminates, the Company or shall pay the holders of Company Stock Options, each Company Stock Option outstanding as of immediately prior to the Effective Time will be canceled automatically at the Effective Time and will thereafter, in consideration for the cancellation, represent only the right to receive an amount of cash, if any, without interest, Executive a lump sum cash payment equal to the product of sum of: (1i) the excess, if any, of amount by which the fair market value (A) the Per Share Amount over (B) the exercise price per share determined as of the Company Common Stock subject to such Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder Termination Date) of a Company Stock Option, and further understood and agreed that with respect to each Company Stock Option for which the exercise price exceeds the Per Share Amount, such Company Stock Option shall be cancelled and extinguished without consideration) and (2) the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, regardless of the vested status of such Company Stock Option. (b) All amounts payable pursuant to this Section 3.09 will be stock subject to any required withholding stock option which is forfeited or which otherwise becomes nonexercisable by the Executive by reason of Taxes his termination of employment exceeds the option price for such shares; (ii) such additional amounts (or the fair market value of such additional property) in excess of the amount determined pursuant to paragraph 1(d) (i) that would have been paid or distributed to the Executive upon his exercise of any such forfeited stock options, had such options been exercisable, and shall be paid by Parent (or, at Parent’s directionexercised, by the CompanyExecutive as of the Termination Date; (iii) at an amount equal to the fair market value (determined as of the Termination Date) of any shares of restricted stock forfeited by the Executive by reason of his termination of employment; and (iv) an amount equal to the amount that the Executive would have received if any stock appreciation right which is forfeited or which otherwise becomes nonexercisable by the Executive by reason of his termination of employment had been exercisable, and exercised, by Executive as soon as practicable following of the Effective Time, but in no event later than five (5Termination Date. It is understood and agreed that the payments under this paragraph 2(d) Business Days following the Effective Time, without interest. To are to occur only to the extent that amounts are deducted Executive is not entitled to exercise his options or withheld for Taxesstock appreciation rights, such amounts or to retain or receive his restricted stock, after the termination of his employment under the provisions of Executive's stock option, restricted stock, or stock appreciation rights agreements. The provisions of this paragraph 2(d) shall be treated for all purposes not apply to any restricted stock grants under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) Prior to the Effective Time, any agreement with the Company Board (or, if appropriate, in the event a "Change in Control" shall have occurred within the meaning of any committee administering such agreement and as a result the Company Stock Plans) shall take all action necessary to effect Executive's stock grant has vested under the cancellation and, in consideration for the cancellation, cash-out terms of Company Stock Options upon the Effective Time, including taking such actions, at the reasonable request of Parent, which are necessary or appropriate to effectuate the transactions contemplated by this Section 3.09. Any notices, consents or other communications to holders of Company Stock Options will be subject to the review and approval of Parent, which shall not be unreasonably withheld or delayedagreement. (d) Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors shall adopt a resolution consistent with the interpretative guidance of the SEC so that the disposition of Shares or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Stock Incentives. (a) Parent The Company Board (or, if appropriate, any committee thereof) shall not assume or otherwise replace any adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, all unexpired and unexercised options to purchase Company Common Stock granted under the Company Stock Plans (each, a “Company Stock Option”) in connection with the Transactions. Upon the terms and subject outstanding immediately prior to the conditions set forth in this Agreement, by virtue of the Merger Effective Time shall become fully exercisable and without any action on the part of Parent, Purchaser, the Company or the holders of Company Stock Options, vested and that each Company Stock Option outstanding as of immediately prior to the Effective Time will be canceled automatically at the Effective Time and will thereafter, in consideration for the cancellation, thereafter represent only the right to receive an amount of cash, if any, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Amount over (B) the exercise price per share of the Company Common Stock subject to such Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock Option, and further understood and agreed that with respect to each Company Stock Option for which the exercise price exceeds the Per Share Amount, such Company Stock Option shall be cancelled and extinguished without consideration) and (2) the number of shares of Company Common Stock that were issuable upon exercise of subject to such Company Stock Option immediately prior to the Effective Timeits cancellation, regardless of the vested status of such Company Stock OptionOption and regardless of whether such Company Stock Option is exercisable or not. If the exercise price per Share with respect to any Company Stock Option is equal to or greater than the Per Share Amount, such Company Stock Option will be, at the Effective Time, cancelled pursuant to this Section 3.09(a) without consideration. Prior to the Effective Time, as reasonably directed by Parent, the Company shall take any and all actions necessary to effectuate this Section 3.09(a), including providing holders of Company Stock Options with notice of their rights with respect to any such Company Stock Options as provided herein. (b) Each restricted stock unit awarded under the Company Stock Plans that is issued and outstanding immediately prior to the Acceptance Date (each, a “Restricted Stock Unit”) and each share of Company Common Stock awarded under and credited to a director deferral account pursuant to the Company’s 2006 Non-Employee Director Awards Program that is issued and outstanding immediately prior to the Acceptance Date (each, a “Director Deferred Share”) will, at the Effective Time, vest in full and each such Restricted Stock Unit and Director Deferred Share will be settled for Company Common Stock with the right to receive the Merger Consideration immediately prior to the Effective Time, without interest, as provided in Section 3.07(a), less any required withholding Taxes. (c) All amounts payable pursuant to this Section 3.09 will be subject to any required withholding of Taxes and shall be paid by Parent (or, at Parent’s direction, by the Company) Purchaser at or as soon as practicable following the Effective Time, but in no any event later than within five (5) Business Days following the Effective Time, without interest. To the extent that amounts are deducted or withheld for Taxes, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (cd) Prior to the Effective Time, as reasonably directed by Parent, the Company Board (or, if appropriate, any authorized committee administering the Company Stock Plans) shall take or cause to be taken any and all action necessary actions required to effect cause the cancellation and, in consideration for the cancellation, cash-out of Company Stock Options upon Plans to terminate as of the Effective TimeTime and no further options to purchase Company Common Stock, including taking such actionsRestricted Stock Units, at the reasonable request of Parent, which are necessary or appropriate to effectuate the transactions contemplated by this Section 3.09. Any notices, consents Director Deferred Shares or other communications to holders Rights of the Company Stock Options will shall be subject to the review and approval of Parent, which shall not be unreasonably withheld or delayedgranted thereunder. (de) Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors shall adopt a resolution consistent with the interpretative guidance of the SEC so that the disposition of Shares or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.

Stock Incentives. Not later than thirty (a30) Parent shall not assume or otherwise replace any options to purchase Company Common Stock granted under days after the Company Stock Plans (each, a “Company Stock Option”) in connection with date on which the Transactions. Upon the terms and subject to the conditions set forth in this Agreement, by virtue of the Merger and without any action on the part of Parent, PurchaserExecutive’s employment terminates, the Company or shall pay the holders of Company Stock Options, each Company Stock Option outstanding as of immediately prior to the Effective Time will be canceled automatically at the Effective Time and will thereafter, in consideration for the cancellation, represent only the right to receive an amount of cash, if any, without interest, Executive a lump sum cash payment equal to the product of sum of: (1i) the excess, if any, of amount by which the fair market value (A) the Per Share Amount over (B) the exercise price per share determined as of the Company Common Stock subject to such Company Stock Option (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder Termination Date) of a Company Stock Option, and further understood and agreed that with respect to each Company Stock Option for which the exercise price exceeds the Per Share Amount, such Company Stock Option shall be cancelled and extinguished without consideration) and (2) the number of shares of Company Common Stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, regardless of the vested status of such Company Stock Option. (b) All amounts payable pursuant to this Section 3.09 will be stock subject to any required withholding stock option which is forfeited or which otherwise becomes nonexercisable by the Executive by reason of Taxes his termination of employment exceeds the option price for such shares; (ii) such additional amounts (or the fair market value of such additional property) in excess of the amount determined pursuant to paragraph 1(d)(i) that would have been paid or distributed to the Executive upon his exercise of any such forfeited stock options, had such options been exercisable, and shall be paid by Parent (or, at Parent’s directionexercised, by the CompanyExecutive as of the Termination Date; (iii) at an amount equal to the fair market value (determined as of the Termination Date) of any shares of restricted stock forfeited by the Executive by reason of his termination of employment; and (iv) an amount equal to the amount that the Executive would have received if any stock appreciation right which is forfeited or which otherwise becomes nonexercisable by the Executive by reason of his termination of employment had been exercisable, and exercised, by Executive as soon as practicable following of the Effective Time, but in no event later than five (5Termination Date. It is understood and agreed that the payments under this paragraph 2(d) Business Days following the Effective Time, without interest. To are to occur only to the extent that amounts are deducted Executive is not entitled to exercise his options or withheld for Taxesstock appreciation rights, such amounts or to retain or receive his restricted stock, after the termination of his employment under the provisions of Executive’s stock option, restricted stock, or stock appreciation rights agreements. The provisions of this paragraph 2(d) shall be treated for all purposes not apply to any restricted stock grants under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) Prior to the Effective Time, any agreement with the Company Board (or, if appropriate, in the event a “Change in Control” shall have occurred within the meaning of any committee administering such agreement and as a result the Company Stock Plans) shall take all action necessary to effect Executive’s stock grant has vested under the cancellation and, in consideration for the cancellation, cash-out terms of Company Stock Options upon the Effective Time, including taking such actions, at the reasonable request of Parent, which are necessary or appropriate to effectuate the transactions contemplated by this Section 3.09. Any notices, consents or other communications to holders of Company Stock Options will be subject to the review and approval of Parent, which shall not be unreasonably withheld or delayedagreement. (d) Prior to the Effective Time, the Company Board or an appropriate committee of non-employee directors shall adopt a resolution consistent with the interpretative guidance of the SEC so that the disposition of Shares or Company Stock Options pursuant to this Agreement and the Merger by any officer or director of the Company who is a covered person of the Company for purposes of Section 16 of the Exchange Act will be an exempt transaction for purposes of Section 16 of the Exchange Act.