Stock Option and Other Plans. (a) Effective as of the Effective Time, Parent shall assume each outstanding option to acquire Common Stock (each, a "Company Option"), under any stock option or similar plan of the Company (each, a "Stock Plan") in accordance with this Section 2.10 and with the terms of the Stock Plan under which such Company Option was granted and the stock option agreement by which such Company Option is evidenced. Parent acknowledges and agrees that each Company Option, to the extent currently not exercisable, will become exercisable in accordance with its terms upon the acceptance for payment of and payment for the Shares by Merger Subsidiary pursuant to the Offer and, if applicable, the exercise of the Option as contemplated by Section 1.01(e). The proceeds from the exercise of any Company Option shall be excluded from the calculation of Company Net Working Capital.
(b) Effective as of the Effective Time, each Company Option shall be deemed to constitute an option (a "New Parent Option") to purchase, on the same terms and conditions as were applicable to such Company Option, the number of shares of Parent common stock (rounded to the nearest whole number) equal to the product of (A) and (B), where (A) is the number of shares of Common Stock subject to such Company Option and (B) is the Offer Price divided by the average of the closing sales prices of Parent common stock on the New York Stock Exchange for the ten (10) consecutive days immediately prior to and including the day preceding the Effective Time, at an exercise price per share of Parent common stock (rounded to the nearest whole cent) equal to (x) divided by (y), where (x) is the aggregate exercise price for the shares of Common Stock subject to such Company Option and (y) is the aggregate number of shares of Parent common stock purchasable pursuant to the New Parent Option (as calculated immediately above); provided, however, that in the case of any Company Option to which Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), applies, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. At or prior to the Effective Time, the Company shall take all necessary actions to permit the assumption of the unexercised Company Options by Parent pursuant to ...
Stock Option and Other Plans. 9 2.08 Certificate of Incorporation of the Surviving Corporation..................... 10 2.09 By-Laws of the Surviving Corporation..........................................
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank's existing stock option plans (the "Plans") shall be converted into options to acquire the number of shares of Holding Company Stock that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Share Exchange on the same terms and conditions as set forth in the Plans and the agreements issued pursuant to the Plans. The Holding Company shall file a registration statement on Form S-8 covering all shares of Holding Company Stock issuable with respect to existing stock options under the Plans no later than ten days after the Closing Date, and the Holding Company shall cause such registration statement to become effective and remain effective for as long as such options are outstanding.
Stock Option and Other Plans. At the Effective Time, all outstanding options under the Bank’s existing stock option plans (“Plans”) shall be converted into options to acquire the number of shares of common stock of the Holding Company that the holders of such options were entitled to acquire of Bank Stock immediately prior to the Exchange on the same terms and conditions as set forth in the Plans.
Stock Option and Other Plans. (a) As of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"), whether or not then exercisable or vested, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, similar terms and conditions (including vesting schedule) as are currently applicable to each such Company Option, except that, as of the Effective Time, (i) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company
Stock Option and Other Plans. The rights of the Executive at the date of Termination under the Corporation’s stock option, savings, cash performance, deferred compensation, retirement and other incentive and benefit plans or programs, including but not limited to any terminating distributions and vesting of rights under such plans or programs or awards or grants thereunder shall be governed by the terms of those respective plans or programs and any agreements relating to such plans or programs.
Stock Option and Other Plans. 15 Section 3.8
Stock Option and Other Plans. Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and use its reasonable best efforts to take all other actions necessary to (i) provide for the cancellation, effective at the Effective Time of all the outstanding stock options and other rights to purchase shares of Common Stock ("OPTIONS") and (ii) terminate, as of the Effective Time, the Stock Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its subsidiaries (collectively, the "STOCK INCENTIVE PLANS") and (iii) amend, as of the Effective Time, the provisions in any U.S. or Foreign Employee Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any of its subsidiaries or any interest in respect of any capital stock of the Company or its subsidiaries to provide that there shall be no continuing rights to acquire, hold, transfer or grant any capital stock of the company or its subsidiaries or any interest in the capital stock of the Company or its subsidiaries. Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to ensure that (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "CASH PAYMENT"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option whether or not then vested or exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. In addition, any outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled immediately prior to the Effective Time without any payment or other consideration therefor. As provided herein, the Company shall use its reasonable best efforts to ensure that the Stock Incentive Plans shall terminat...
Stock Option and Other Plans. (a) Prior to the Effective Time, the Board of Directors of Company (or, if appropriate, any committee thereof) shall take all actions and shall obtain all necessary consents and releases from all of the holders of all the outstanding stock options and other rights to purchase Common Stock (the “Options”) heretofore granted under any Company stock option plan or otherwise (the “Stock Plans”) and entitled to an Option Cash Payment hereunder, to (i) provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all Options, (ii) terminate, as of the Effective Time, the Stock Plans and any other plan, program, or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company or any Affiliate thereof, and (iii) amend, as of the Effective Time, the provisions of any other Employee Benefit Plan providing for the issuance, transfer, or grant of any capital stock of Company or any such Affiliate, or any interest in respect of any capital stock of Company or any such Affiliate, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of Company or any such Affiliate or any interest in the capital stock of Company or any such Affiliate. Subject to Section 2.3, Section 2.1.4.5(b), Section 2.1.4.5(c), Section 2.1.4.7 (with respect only to Indemnity Escrow Participants), Section 2.1.4.8 and the last sentence of Section 2.1.4.9, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of Common Shares but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by Company in cash (the “Option Cash Payment”), at the Effective Time, except as otherwise provided herein in subsections (b) or (c), equal to the product of (x) the total number of Common Shares subject to such Option, whether or not then vested or exercisable, and (y) the amount by which the applicable Per Common Share Merger Consideration exceeds the exercise price per Common Share subject to such Option, each such Option Cash Payment to be paid to each Option Holder at or as soon as practicable following the Effective Time. Except as otherwise contemplated herein, any then outstanding stock appreciation rights or limited stock appreciation rights issued by Company or any Affiliate of Company shall be canceled immediately prior to the Effective Time without any payment therefor. Company...
Stock Option and Other Plans. (a) At the Effective ---------------------------- Time:
(i) all account balances under the Company Stock Unit Plans (as hereinafter defined in this Section 3.7) shall become immediately vested; and (ii) each Company Stock Unit (as defined in Section 4.3) and Company Account Balance (as defined in Section 4.3) that represents the right to receive shares of Common Stock shall be converted into the right to receive an amount, in cash, equal to the Merger Consideration, multiplied by the number of shares of Common Stock subject to such Company Stock Unit or Company Account Balance. Within fifteen (15) days following the date on which the Effective Time occurred: (x) the outstanding balance in the account of each participant in the Company Restricted Unit Plan (as amended, the "Company Restricted Unit Plan") shall be ---------------------------- distributed to such participant in a single lump sum in cash; (y) the outstanding balance in the account of each participant in the Company Supplemental Executive Retirement Plan, dated as of July 1, 1998 (as amended, the "Company SERP") shall be distributed to such participant in a single lump ------------ sum in cash; and (z) the outstanding balance in the account of each participant in the Company Supplemental Executive Retirement Plan for Regional Vice Presidents, dated as of January 1, 1999 (as amended, the "Company RVP SERP" and, ---------------- together with the Company Restricted Unit Plan and the Company SERP, the "Company Stock Unit Plans") shall be distributed to such participant in a single ------------------------- lump sum in cash. The outstanding balance in the account of each participant in the Company Deferred Compensation Plan (as defined in Section 4.3) shall be distributed to such participant in a single lump sum in cash within fifteen (15) days following the date on which the Effective Time occurred. The Company SERP and the Company RVP SERP shall be amended (with participant consent, as necessary) prior to the Effective Time to permit the treatment of account balances thereunder as set forth above.
(b) As of the Effective Time, each outstanding Company Stock Option (as defined in Section 4.3), both vested and unvested, shall be canceled and the holder thereof shall receive, as soon as practicable following the Effective Time (but not later than ten (10) days after the date on which the Effective Time occurred), an amount, in cash, equal to (i) the number of shares of Common Stock subject to the Co...
