Common use of Stock Options and Other Stock Plans Clause in Contracts

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Parent Common Stock (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act.

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering the Company's ’s 1997 Stock Plan, 2000 Stock Plan, 2001 Nonstatutory Stock Option Plan, Directors' Cadabra Design Libraries Inc. Stock Option Plan and Consultant's Cadabra Design Libraries Inc. U.S. Stock Option Plan (collectively, the "“Company Option Plans"”)) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a3.2(a), including taking such action as is necessary to avoid the acceleration of the vesting of options under the Cadabra Designs Libraries Inc. Stock Option Plan. As Except as may otherwise be provided in any agreement on terms specified in Section 3.2(a) of the Company Disclosure Schedule, effective as of the Effective Time (or, in the case of any person subject to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)i) each then outstanding option to purchase Shares (each a “Company Stock Option”) granted pursuant to the Company Stock Option Plans (a "or otherwise granted by the Company Stock Option") which is then outstanding to any current or former employee or director of, or consultant to, the Company or any of its subsidiaries shall be assumed by Parent and shall be converted into an option (or a new substitute option shall be granted) (an "“Assumed Stock Option"”) to purchase the a number of shares of common stock, par value $0.01 per share, of Parent (including the associated rights to purchase shares of Series A Participating Preferred Stock)(the “Parent Common Stock Stock”) (rounded up down to the nearest whole share) equal to (x) the number of Shares subject to such option Company Stock Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, at an Option Conversion Ratio and (ii) the per share exercise price per share for shares of Parent Common Stock (rounded down to the nearest xxxxx) issuable upon exercise of each such Assumed Stock Option shall be equal to (A1) the former exercise price per share of Company Common Stock under at which such option Company Stock Option was exercisable immediately prior to the Effective Time divided by (B2) the Exchange Option Conversion Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, Code by rounding up the Assumed Stock Option shall be subject resulting exercise price to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act.nearest whole cent

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of the later of or otherwise, to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencing awards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, (i) all references in the related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as so amended. As promptly as reasonably practicable after the Effective Time, Viacom shall issue to each holder of an outstanding CBS Option a document evidencing the foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of and after the Parent Board Effective Time, be deemed to refer to Viacom Class B Common Stock (as hereinafter defined) or a committee thereof shall succeed adjusted to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of reflect the Exchange ActRatio).

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of or otherwise (the later of "CBS Stock Option Plans"), to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencingawards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, (i) all references in the related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as so amended. As promptly as reasonably practicable after the Effective Time, Viacom shall issue to each holder of an outstanding CBS Option a document evidencing the foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of and after the Parent Board Effective Time, be deemed to refer to Viacom Class B Common Stock (as hereinafter defined) or a committee thereof shall succeed adjusted to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of reflect the Exchange ActRatio).

Stock Options and Other Stock Plans. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, Parent Viacom and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) CBS shall take such action as may be required necessary to cause each unexpired and unexercised option or desirable (including the obtaining of all applicable consents) warrant to effect the following provisions of this Section 2.2(a). As of purchase Shares which are outstanding immediately prior to the Effective Time (orcollectively, "CBS Options"), whether granted under CBS's stock option plans set forth in the case of any person subject to Section 16 2.04 of the Exchange Act CBS Disclosure Schedule (as hereinafter defineddefined below) as of or otherwise (the later of "CBS Stock Option Plans"), to be automatically converted at the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option or warrant (or collectively, a new substitute option shall be granted) (an "Assumed Stock Substituted Option") to purchase the a number of shares of Parent Viacom Class B Common Stock equal to the number of Shares that could have been purchased (assuming full vesting) under such CBS Option multiplied by the Exchange Ratio (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (yshares of Viacom Class B Common Stock) the Exchange Ratio, at an exercise a price per share of Parent Viacom Class B Common Stock equal to the per-share option exercise price specified in the CBS Option divided by the Exchange Ratio (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Codewhole cent). Except as otherwise provided abovein this Agreement, the Assumed Stock such Substituted Option shall otherwise be subject to the same terms and conditions as such CBS Option (including expiration dateexcept that all vesting periods with respect thereto shall, exercise, acceleration and vesting provisions) as were applicable to the converted Company extent provided by the terms thereof, accelerate, and be subject to any other rights which arise under the CBS Stock Option immediately prior to Plans or the option agreements evidencing awards thereunder as a result of the transactions contemplated by this Agreement). The date of grant of the Substituted Option shall be the date on which the corresponding CBS Option was granted. At the Effective Time; provided, (i) all references in the related stock option agreements to CBS shall be deemed to refer to Viacom and (ii) Viacom shall assume all of CBS's obligations with respect to CBS Options as so amended. As promptly as reasonably practicable after the Effective Time, Viacom shall issue to each holder of an outstanding CBS Option a document evidencing the foregoing assumption by Viacom. Employee and director deferrals and director common stock equivalents and all other equity based compensation that references CBS Common Stock will as of and after the Parent Board Effective Time, be deemed to refer to Viacom Class B Common Stock (as hereinafter defined) or a committee thereof shall succeed adjusted to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of reflect the Exchange ActRatio).

Stock Options and Other Stock Plans. (a) As soon as practicable following the date of this Agreement, Parent and the Company (or, if appropriate, the Board of Directors of the Company or any committee of the Board of Directors of the Company administering Company's Each Bay Stock Option Plan, Directors' Stock Option Plan and Consultant's Plan (collectively, the "Company Option Plans")) shall take such action as may be required or desirable (including the obtaining of all applicable consents) to effect the following provisions of this Section 2.2(a). As of outstanding at the Effective Time shall be assumed by Nortel and deemed to constitute an option to acquire, on the same terms and conditions, mutatis mutandis (orincluding, in the case without limitation adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of any person subject shares or similar transaction), as were applicable under such Bay Stock Option prior to Section 16 of the Exchange Act (as hereinafter defined) as of the later of the Effective Time and the first day after which such person would have no liability under Section 16(b)) each option to purchase Shares pursuant to the Company Stock Plans (a "Company Stock Option") which is then outstanding shall be converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase Time, the number of shares of Parent Nortel Common Stock (rounded up as the holder of such Bay Stock Option would have been entitled to receive pursuant to the nearest whole share) equal to (x) the number of Shares subject to Merger had such option multiplied by (y) the Exchange Ratio, at an exercise price per share of Parent Common holder exercised such Bay Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option Option in full immediately prior to the Effective Time (not taking into account whether or not such option was in fact exercisable) at a price per share equal to (i) the aggregate exercise price for Bay Common Stock otherwise purchasable pursuant to such Bay Stock Option divided by (Bii) the Exchange Rationumber of shares of Nortel Common Stock deemed purchasable pursuant to such assumed Bay Stock Option; provided that the number of shares of Nortel Common Stock that may be purchased upon exercise of any such Bay Stock Option shall not include any fractional share and, upon exercise of such Bay Stock Option, a cash payment shall be made for any fractional share based upon the last sale price per share of Nortel Common Stock on the trading day immediately preceding the date of exercise. Within three Business Days after the Effective Time, Nortel or the Surviving Corporation shall cause to be delivered to each holder of an outstanding Bay Stock Option an appropriate notice setting forth such holder's rights pursuant thereto, and such assumed Bay Stock Option (as adjusted with respect to exercise price and the number of shares of Nortel Common Stock purchasable) shall continue in effect on the same terms and conditions. From and after the Effective Time, Nortel and the Surviving Corporation shall comply with the terms of each Bay Stock Option Plan pursuant to which Bay Stock Options were granted; provided, however, that in the case Nortel board of any Company Stock Option directors or an appropriate committee thereof shall succeed to which Section 421 the authorities and responsibilities of the Code applies by reason of its qualification Bay Board or any committee thereof under such plan. The adjustments provided herein with respect to any Stock Options that are "incentive stock options" (as defined in Section 422 of the Code, the conversion formula ) shall be adjusted, if necessary, to comply effected in a manner consistent with Section 424(a) of the Code. Except as provided above, the Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, exercise, acceleration and vesting provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, that the Parent Board (as hereinafter defined) or a committee thereof shall succeed to the authority and responsibility of the Company Board (as hereinafter defined) or any committee thereof. Parent shall use its reasonable best efforts to cause the grant of the Assumed Stock Options to be exempt acquisitions for purposes of Section 16 of the Exchange Act.