Stock Options and Other Equity Awards. If, upon the date of termination of the Executive’s employment, the Executive holds any options or other equity awards with respect to stock of the Employer or USF Holding Corp., then all such options and equity awards shall be treated in accordance with the terms of the relevant stock incentive plan document and individual award agreement.
Stock Options and Other Equity Awards. Stock options and any other types of equity awards (e.g., restricted shares, performance shares, performance units, etc.) held by Executive become exercisable upon a Change of Control according to the terms of the applicable stock option or equity plan and related agreement (if any) under which such stock options or other equity awards were granted.
Stock Options and Other Equity Awards. As of Executive’s Date of Termination, any outstanding stock options and other equity awards granted to Executive by the Company shall be become vested and exercisable as provided in the agreements for such stock options and equity awards.
Stock Options and Other Equity Awards. As of Executive’s date of termination, all outstanding stock options, stock appreciation rights, restricted stock units, and other equity awards granted to Executive under the Stock Option and Incentive Plan and any other Company stock plans (the “Stock Option Plans”) shall become 100% vested and immediately exercisable. To the extent necessary, the provisions of this paragraph (iv) shall constitute an amendment of the Executive’s stock option or other equity compensation agreements under the Stock Option Plans.
Stock Options and Other Equity Awards. Except as set forth herein, this Agreement does not modify or change the existing agreements regarding stock options, stock appreciation rights, restricted stock awards and restricted stock units (each, an “Equity Award” and collectively, “Equity Awards”) previously issued to Employee.
Stock Options and Other Equity Awards. The Employee has been granted multiple stock options and one restricted stock award, all of which remain in full force and effect according to their terms, and the Employee may in the future be issued further stock options or shares of restricted stock or other equity awards. The Company has adopted a policy guideline attached as Exhibit C describing how the board of directors intends to exercise its judgment to make arrangements as to stock options should certain mergers and acquisitions involving the Company occur. The Company and Employee agree, notwithstanding such policy guideline, that unless otherwise agreed to by both the Company and Employee:
Stock Options and Other Equity Awards. Upon the Effective Time, each then-outstanding option to purchase Company Common Stock (a “Company Option”), whether or not vested, granted under the Company’s equity compensation plans (collectively, the “Company Stock Plans”), shall be cancelled and, in exchange therefore, the Buyer shall pay to each former holder of any such cancelled Company Option as soon as practicable following the Effective Time a cash amount equal to the product of (i) the excess, if any, of the Merger Consideration per share of Company Common Stock over the exercise price per share and (ii) the number of shares of Company Common Stock covered by the Company Option, subject to applicable income and employment withholding Taxes (as defined below); provided that if the exercise price per share of any such Company Option is equal to or greater than the Merger Consideration per share, such Company Option shall be canceled without any cash payment being made in respect thereof. The Company shall take such action prior to the Effective Time as is necessary to ensure that Company Options will have been extinguished as of the Effective Time. Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock held under the Company Stock Plans shall be fully vested and shall be subject to the provisions of Section 2.4, subject to applicable income and employment withholding Taxes (the “Restricted Shares”). Each such share shall be converted into the right to receive the Merger Consideration as contemplated by Section 2.4.
Stock Options and Other Equity Awards. (a) All options to acquire Company Common Stock (the "Company Options") outstanding, whether or not exercisable and whether or not vested, at the Effective Time under the Company's 1993 Stock Incentive Plan and the Company's 2002 Stock Incentive Plan, each as amended (collectively, the "Company Stock Option Plans"), shall remain outstanding following the Effective Time notwithstanding anything to the contrary set forth in the Company Stock Option Plans. At the Effective Time, all of the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in full by Parent, and, solely to the extent provided for in the applicable Company Stock Option Plan and/or the related Company Option agreements, shall vest and become fully exercisable. Parent, Buyer and the Company acknowledge that the Merger constitutes a "Change of Control" pursuant to each of the Company Stock Option Plans. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Parent, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action by Parent. Each Company Option assumed by Parent (each, a "Substitute Option") shall be converted automatically into options to purchase Parent Class A Common Shares upon the same terms and conditions as are in effect immediately prior to the Effective Time with respect to such Company Option, except that (A) each such Substitute Option shall be exercisable for, and represent the right to acquire, that whole number of Parent Class A Common Shares (rounded to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Option multiplied by a fraction, the numerator of which is 15.375 and the denominator of which is the Average Sales Price (without reference to the dollar sign) (such fraction, the "Option Exchange Ratio") and (B) the exercise price per Parent Class A Common Share under each Substitute Option shall be an amount equal to the exercise price per share of Company Common Stock subject to the related Company Option in effect immediately prior to the Effective Time divided by Option Exchange Ratio (the exercise price per share, as so determined, being rounded to the nearest full cent). Except as set forth above, such Substitute Optio...
Stock Options and Other Equity Awards. With respect to the stock options (the “Stock Options”), restricted stock units (the “RSUs”) and performance stock units (the “PSUs” and together with the Stock Options and RSUs, the “Equity Awards”) granted pursuant to the stock-based compensation plans of the Company and its Subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (ii) each grant of an Equity Award was duly authorized no later than the date on which the grant of such Equity Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. Each Company Stock Plan is accurately described in all material respects in the Registration Statement and the Prospectus. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Equity Awards prior to, or otherwise coordinating the grant of Equity Awards with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their results of operations or prospects.
Stock Options and Other Equity Awards. (a) At or immediately prior to the Effective Time, each outstanding option to purchase shares of Company Common Stock under any employee stock option or compensation plan or arrangement of the Company (each, a “Company Stock Option”), whether or not exercisable or vested, shall be canceled, and the Company shall pay each holder of any such option at or promptly after, but in no event later than sixty (60) days after, the Effective Time for each such Company Stock Option surrendered an amount in cash determined by multiplying (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such option by (ii) the number of shares of Company Common Stock such holder could have purchased (assuming full vesting of all Company Stock Options) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time.
