Stock Options and Other Equity-Based Awards. (a) Each option to purchase Shares (an “Option”) granted under the Company’s 2005 Stock Plan or the Company’s 2007 Equity Incentive Plan (together with the Company’s 2005 Stock Plan, the “Equity Plans”), or an Assumed Subsidiary Equity Plan and outstanding immediately before the Effective Time, shall at the Effective Time (i) in the case of an Option that is vested as of the Effective Time (including an Option that will become vested solely as a result of the Merger), be cancelled, and the holder of each such Option shall be entitled to receive from the Company, as of the Effective Time and with respect to each such Option, cash, without interest, equal to the product of (A) the excess, if any, of the Merger Consideration over the exercise price per share of such Option, multiplied by (B) the number of Shares covered by such Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to any applicable Tax withholding (in accordance with Section 3.2(i)), and (ii) in the case of an Option that is not vested as of the Effective Time (other than an Option that will become vested solely as a result of the Merger) be converted into an option (a “Substitute Option”) to purchase the number of shares of Parent Common Stock (decreased to the nearest full share) determined by multiplying (A) the number of Shares covered by such Option, by (B) the Equity Award Ratio, and the exercise price per share of such Substitute Option shall be determined by dividing the exercise price per share of such Option by the Equity Award Ratio (increased to the nearest cent). After the Effective Time, except as provided in this Section 3.3(a), each Substitute Option shall be exercisable upon the same terms and conditions as were applicable under the Option immediately prior to the Effective Time, subject to any acceleration, lapse or other vesting occurring by operation of the Merger (either alone or in connection with any other event).
(b) Each restricted stock unit award with respect to a Share (an “RSU”) granted under the Equity Plans and outstanding immediately before the Effective Time shall be adjusted and converted into a restricted stock unit (a “Substitute RSU”) with respect to a number of shares of Parent Common Stock determined by multiplying the number of Shares subject to such RSU by the Equity Award Ratio. After the Effective Time, except as provided in this Section 3.3(b), each Substitute RSU shall be subject to the terms of suc...
Stock Options and Other Equity-Based Awards. Unless otherwise agreed to in writing by WIBC and BBCN after the date hereof:
Stock Options and Other Equity-Based Awards. (a) At the Effective Time, each option to purchase shares of Company Common Stock granted under Company Option Plans (a "COMPANY STOCK OPTION") that is outstanding and unexercised immediately prior thereto, whether vested or unvested, and has an exercise price less than (i) the Buyer Stock Market Value multiplied by (ii) the Exchange Ratio (the "COMPANY SHARE PRICE"), shall cease to represent a right to acquire shares of Company Common Stock and automatically shall be converted without any action on the part of any holder of any Company Stock Option, at the Effective Time, into the right to receive an aggregate amount of fully paid and nonassessable shares of Buyer Common Stock equal to (i) the difference between (A) the Company Share Price minus (B) the option exercise price, multiplied by (ii) the number of option shares divided by (iii) the Buyer Stock Market Value.
(b) At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior thereto, whether vested or unvested, and has an exercise price greater than or equal to the Company Share Price, shall be cancelled at the Effective Time.
(c) At the Effective Time, the Company Stock Purchase Rights then outstanding will be accelerated in the manner described in this Section 3.3(c). The Effective Time will be treated as the end of the current offering and the purchase date for purposes of the ESPP, and payroll deductions under the ESPP will end at the Effective Time. All payroll deductions accumulated under the ESPP immediately prior to the Effective Time will be used to purchase Company Common Stock at the Effective Time in accordance with the terms and conditions of the ESPP, with the Company Share Price serving as the fair market value of a share of Company Common Stock on the purchase date for the current offering. All Company Stock Purchase Rights will then terminate, and the ESPP will terminate effective at the Effective Time. Buyer shall use commercially reasonable efforts to ensure that, as soon as practicable following the Effective Time, (i) the Merger Consideration issued with respect to shares of Company Common Stock previously issued pursuant to the ESPP, (ii) shares of Buyer Common Stock issued pursuant to Section 3.3(a) above and (iii) shares of Buyer Common Stock issuable upon exercise of Buyer Stock Options granted pursuant to Section 6.13, each are available for trading through a broker-dealer selected by Buyer and reasonably acceptable to the Company....
Stock Options and Other Equity-Based Awards. Unless otherwise agreed by Center Financial after the date hereof:
Stock Options and Other Equity-Based Awards. (a) Each option to purchase Common Stock issued by the Company and outstanding at the Effective Time, whether or not vested or exercisable (“Company Option”), will at the Effective Time be automatically cancelled, and the holder of each such Company Option will be entitled to receive from the Company as of the Effective Time, cash, without interest, equal to the product of (a) the excess, if any, of the Merger Consideration over the exercise price per share of each such Company Option, multiplied by (b) the number of shares of Common Stock covered by such Company Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to applicable Tax withholding.
(b) Not later than immediately prior to the Effective Time, the Company shall take all such actions as may be required to cause each restricted stock award granted under the Company’s 2002 Incentive Stock Plan or any other equity-based compensation plan (taking into account, if applicable, any such provisions with respect to such restricted stock grant as provided in the CIC Plans) and outstanding immediately before the Effective Time (each, a “Restricted Stock Award”) to fully vest as of the Effective Time and such Restricted Stock Award shall be canceled and the shares of Common Stock issued pursuant to such Restricted Stock Award shall be converted into the right to receive the Merger Consideration, without interest, in the same manner as other shares of Common Stock under Section 3.1.
Stock Options and Other Equity-Based Awards. (a) Each option to purchase Common Stock issued by the Company and outstanding at the Effective Time, whether or not vested or exercisable (“Company Option”), shall at the Effective Time be automatically cancelled, and the holder of each such Company Option shall be entitled to receive from the Company (or if the aggregate Option Consideration has been delivered to the Paying Agent as provided in Section 3.2(a), the Consideration Fund) as of the Effective Time or as soon as practical thereafter (but in no event later than five (5) days after the Effective Time), cash, without interest, equal to the product of (i) the excess, if any, of the Merger Consideration over the exercise price per share of each such Company Option, multiplied by (ii) the number of shares of Common Stock covered by such Company Option (the aggregate amount of such cash, the “Option Consideration”), with such payment to be subject to applicable Tax withholding.
(b) Prior to the Effective Time, the Company shall take all such actions as may be required to cause each restricted stock award and restricted stock unit award, if any, and other equity or equity-based award granted under the Company Equity Plans or any other equity-based compensation plan and outstanding immediately before the Effective Time (each, a “Stock Award”) to fully vest as of immediately prior to the Effective Time with respect to the maximum number of shares subject thereto and such Stock Award shall be cancelled and converted into the right to receive the Merger Consideration, without interest, in the same manner as other shares of Common Stock under Section 3.1.
Stock Options and Other Equity-Based Awards. With respect to the stock options (the “Stock Options”), restricted stock units (the “RSUs”) and performance stock units (the “PSUs”) 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 Code so qualifies, (ii) each grant of a Stock Option, RSU or PSU was duly authorized no later than the date on which the grant of such Stock Option, RSU or PSU was by its terms to be effective 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 accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options, RSUs or PSUs prior to, or otherwise coordinating the grant of Stock Options, RSUs or PSUs 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-Based Awards. The Employee shall be eligible to receive options to purchase shares of the common stock of the Company, and to receive other equity-based incentives, as determined by the Board from time to time. The terms and conditions of such options and equity-based incentives shall be governed by the stock option plan or other equity-based incentive plan (each, a “Plan”) applicable to such options or equity-based incentives (each, an “Award”), and by the agreements between the Company and the Employee in respect of such Awards (“Award Agreements”). In the event a Change of Control occurs, all Awards shall become vested and, subject to paragraph 4.4(d), shall remain exercisable through the last day of the original term. If there is a conflict between the terms of this Agreement and the terms of any Plan or Award Agreement, this Agreement will prevail and govern unless prohibited by applicable laws or regulatory requirements, in which case the terms of such Plan or Award Agreement will prevail and govern to the extent required by such laws or regulatory requirements.”
3. Paragraph 4.4(d) of the Agreement is deleted in its entirety and replaced with the following:
Stock Options and Other Equity-Based Awards. The Company shall terminate the Company's Stock Incentive Plan (the "COMPANY OPTION PLAN") immediately prior to the Effective Time without prejudice to the rights of the holders of options (the "Options") or restricted stock awards and performance share awards (collectively, the "STOCK AWARDS") awarded pursuant thereto and (b) on and after the date hereof grant no additional Options or Stock Awards under the Company Option Plan or otherwise. The Company shall pay, as soon as practicable following the Effective Time, in respect of each Option, whether or not then exercisable, an amount equal to the excess, if any, of the Merger Consideration over the exercise price of such Option, multiplied by the number of Shares subject to such Option and, in respect of each Stock Award, an amount equal to the product of the Merger Consideration multiplied by the number of Shares subject to such Stock Award.
Stock Options and Other Equity-Based Awards. (a) At the Effective Time, each option to purchase shares of Company Stock outstanding under any Employee Plan (each, a “Company Stock Option”), whether or not vested or exercisable, shall be canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price of such Company Stock Option multiplied by (ii) the total number of shares of Company Stock subject to such Company Stock Option (whether or not vested or exercisable); and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay such amount promptly after the Effective Time to the holder of each such Company Stock Option.
(b) Not later than immediately prior to the Effective Time, the Company shall take all such actions as may be required to cause each restricted stock award and each deferred stock award granted under the Company’s 2003 Amended and Restated Equity and Performance Incentive Plan and outstanding immediately before the Effective Time (each, a “Restricted Stock Award”) to fully vest as of the Effective Time and such Restricted Stock Award shall be canceled and converted into the right to receive the Merger Consideration in the same manner as shares of Company Stock under Section 2.02(a).
