Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option"), whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the Code. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Company Stock Option will be exercisable (or will 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 Company Common Stock that were issuable upon exercise of such Company 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 and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time.
Stock Options and Employee Benefits. 34 5.12 Form S-8........................................................... 36 5.13
Stock Options and Employee Benefits. (a) At the Effective Time, the Company’s Stock Option Plans and each outstanding Company Stock Option under the Company’s Stock Option Plan, whether or not exercisable, will be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Company Stock Option will be exercisable (or will 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 Company Common Stock that were issuable upon exercise of such the Company 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, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Company Common Stock at which the Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parent will issue to each holder of an outstanding Company Stock Option a notice describing the foregoing assumption of such Company Stock Option by Parent.
(b) Parent has reserved sufficient shares of Parent Common Stock for issuance under Section 1.5(d) hereof.
Stock Options and Employee Benefits. 36 5.9 Form S-8...........................................................................................37 5.10 Indemnification....................................................................................37 5.11 NYSE Listing.......................................................................................37 5.12 Company Affiliate Agreement........................................................................38 5.13 Regulatory Filings; Reasonable Efforts.............................................................38 5.14 No Rights Plan Amendment...........................................................................38 5.15 Termination of 401(k) Plan.........................................................................38 5.16 Termination of Severance and Salary Continuation Plans.............................................39 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE VI CONDITIONS TO THE MERGER..................................................................................39 6.1 Conditions to Obligations of Each Party to Effect the Merger.......................................39 6.2 Additional Conditions to Obligations of Company....................................................40 6.3 Additional Conditions to the Obligations of Parent and Merger Sub..................................40
Stock Options and Employee Benefits. (a) Stock Options - Cash Exchange. Subject to Section 7.8(b), ----------------------------- immediately prior to the Effective Time, the Company shall take such actions as may be necessary such that immediately prior to the Effective Time each stock option outstanding and unexercised pursuant to the Stock Plans (the "Option"), ------ whether or not then exercisable, shall be canceled and shall cease to be exercisable. In consideration for such cancellation, the holder thereof, as soon as practicable after the Effective Time, will receive an amount in cash from Purchaser equal to the result of multiplying the number of shares of Company Common Stock previously subject to such Option by the difference between the Merger Consideration and the per share exercise price of such Option.
Stock Options and Employee Benefits. 61 5.9 Form S-8; Form S-3............................................................................ 63 5.10 Indemnification............................................................................... 63 5.11 Board of Directors of Parent.................................................................. 64 5.12 Nasdaq Listing of Parent Common Stock......................................................... 64 5.13 Company Affiliates; Restrictive Legend........................................................ 64 5.14 Tax Treatment as Reorganization............................................................... 65 5.15 Section 16 Matters............................................................................ 65 5.16
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock Option") under Company's 1995 Stock Option Plan (including options granted
(b) It is intended that Company Stock Options assumed by Parent shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Company Stock Options qualified as incentive stock options immediately prior to the Effective Time and the provisions of this Section 5.8 shall be applied consistent with such intent.
(c) Outstanding purchase rights under the ESPP shall be exercised upon the earlier of January 29, 1999 or immediately prior to the Effective Time, provided that if the Effective Time is later than January 31, 1999, then a new Purchase Period (as defined in the ESPP) will commence on February 1, 1999 and will end upon the earlier of July 31, 1999 or immediately prior to the Effective Time, and each participant in the ESPP shall accordingly be issued shares of Company Common Stock at that time pursuant to the terms of the ESPP and each share of Company Common Stock so issued shall by virtue of the Merger, and without any action on the part of the holder thereof, be converted into the right to receive the Common Stock of the Parent pursuant to Section 1.6(a). (d) From and after the Effective Time, Parent shall grant all employees credit for all service (to the same extent as service with Parent is taken into account with respect to similarly situated employees of Parent) with Company prior to the Effective Time for (i) eligibility and vesting purposes and (ii) for purposes of vacation accrual after the Effective Time as if such service with Company was service with Parent. Parent and Company agree that where applicable with respect to any medical or dental benefit plan of Parent, Parent shall, to the extent permitted under its plans, waive any pre-existing condition exclusion and actively-at-work requirements (provided, however, that no such waiver shall apply to a pre-existing condition of any employee of Company who was, as of the Effective Time, excluded from participation in a plan by virtue of such pre-existing condition).
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Tencor Common Stock (each a "Tencor Stock Option") under the Tencor Stock Option Plans, whether or not exercisable, will be assumed by KLA. Each Tencor Stock Option so assumed by KLA under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Tencor Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Tencor Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of KLA Common Stock equal to the product of the number of shares of Tencor Common Stock that were issuable upon exercise of such Tencor Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of KLA Common Stock, and (ii) the per share exercise price for the shares of KLA Common Stock issuable upon exercise of such assumed Tencor Stock Option will be equal to the quotient determined by dividing the exercise price per share of Tencor Common Stock at which such Tencor Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, KLA will issue to each holder of an outstanding Tencor Stock Option a notice describing the foregoing assumption of such Tencor Stock Option by KLA.
Stock Options and Employee Benefits. Subsections 5.8(c) and 5.8(d) of the Merger Agreement are hereby amended by deleting such subsections in their entirety and substituting therefor the following:
Stock Options and Employee Benefits. 31 5.10 Form S-8.................................................... 32 5.11 Indemnification............................................. 32 5.12 Invention Assignment Agreement.............................. 33 5.13
