Stock Options and Other Stock Plans. (a) Effective at the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Stock Options") granted to employees or directors of, or consultants or advisors to, the Company or any Subsidiary thereof pursuant to the terms of the 1999 Equity Incentive Plan, the 2000 Nonstatutory Equity Incentive Plan and the 2000 Equity Incentive Plan of Pharsalia Technologies, Inc. (collectively, the "Company Stock Option Plans") or granted to employees pursuant to a separate stock option agreement listed on Section 3.07 of the Company Disclosure Schedule (collectively, the "Other Company Option Agreements" and, together with the Company Stock Option Plans, the "Company Stock Option Arrangements") that is outstanding immediately prior to the Effective Time shall be assumed by Nortel Networks and deemed to constitute an option to acquire, on the same terms and conditions (including such terms relating to the vesting and exercisability of the Company Stock Options and terms relating to adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction following such assumption) as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of Nortel Networks Common Shares (rounded down to the greatest number of whole Nortel Networks Common Shares) that is equal to the product of (i) the number of shares of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an option exercise price per share of Nortel Networks Common Shares (rounded up to the nearest whole cent) equal to the quotient of (iii) the option exercise price per share of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time divided by (iv) the Exchange Ratio. The date of grant of each such Company Stock Option shall be the date on which such Company Stock Option was originally granted. As soon as reasonably practicable following the Effective Date, Nortel Networks shall cause to be delivered to each holder of a Company Stock Option that has been assumed by Nortel Networks pursuant to this Section 3.07 a notice (x) stating that such Company Stock Option has been converted into an option to purchase Nortel Networks Common Shares, (y) stating that such Company Stock Option has been assumed by Nortel Networks and shall continue in effect subject to all of the terms and conditions applicable thereto immediately prior to the Effective Time and (z) setting forth the number of Nortel Networks Common Shares covered by such Company Stock Option and the per share option exercise price for such Nortel Networks Common Shares. >From and after the Effective Time, Nortel Networks and the Surviving Corporation shall comply with the terms of each Company Stock Option Arrangement pursuant to which the Company Stock Options were granted; provided, that (i) the board of directors of Nortel Networks or an authorized committee thereof shall succeed to the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements and (ii) the terms of the Company Stock Option Arrangements shall be amended as necessary to reflect the assumption of the Company Stock Options contemplated hereunder. Notwithstanding the foregoing, the adjustments provided herein with respect to any Company Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code. (b) Prior to the Effective Date, the Company shall take all necessary or appropriate action (including amending any of the Company Stock Option Arrangements or making adjustments as permitted thereby) to (i) effectuate the assumption and conversion of the Company Stock Options by Nortel Networks and the assignment to Nortel Networks of the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements, (ii) except as specifically provided in Section 3.07(c) herein, preclude the grant of any additional Company Stock Options under any of the Company Stock Option Arrangements or otherwise, (iii) accelerate the vesting of the Company Stock Options granted to the Non-Employee Directors under the 1999 Equity Incentive Plan (it being understood that the Company shall not amend or change in any way the acceleration of vesting of the Common Stock Options of any other option holder under any of the Company Stock Option Arrangements without the express consent of Nortel Networks) and (iv) make such other amendments as Nortel Networks shall reasonably determine are necessary to comply with Canadian securities laws or TSE rules or policies that will become applicable to such Company Stock Option Arrangements at the Effective Time or otherwise by reason of the Merger. (c) As soon as practicable after the execution hereof, the Company shall establish two option pools (the "Executive Option Pool" and the "Employee Option Pool") in order to grant Company Stock Options to certain executives, key employees and new hires during the period from the date hereof to the Effective Time under the terms and conditions set forth in this Section 3.07(c). The Executive Option Pool shall consist of an aggregate of 480,000 shares of Company Common Stock and the Employee Option Pool shall consist of an aggregate of 500,000 shares of Company Common Stock. In no event shall the Company grant any Company Stock Options that are reload options or which include the ability to exercise through the use of promissory notes or any stock appreciation rights, restricted stock, stock bonus or any type of synthetic stock option features nor shall the Company grant any Company Stock Options in excess of the amounts reserved in the two option pools described above without the express consent of Nortel Networks. The Company shall promptly notify Nortel Networks of the grant of Company Common Options hereunder and provide Nortel Networks with reasonable details of each grant, including without limitation, name of employee, number of shares granted, exercise price and confirmation of the appropriate vesting schedule.
Appears in 1 contract
Stock Options and Other Stock Plans. (a) Effective at the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Stock Options") granted to employees or directors of, or consultants or advisors to, the Company or any Subsidiary thereof pursuant to the terms of the Clarify Inc. 1999 Equity Incentive Non-Executive Stock Option/Stock Issuance Plan, the 2000 Nonstatutory Equity Incentive Clarify Inc. 1995 Stock Option/Stock Issuance Plan, the Clarify Inc. Non-Employee Directors' Stock Option Plan, the Clarify Inc. 1991 Stock Option/Stock Issuance Plan and or the 2000 Equity Incentive Plan of Pharsalia TechnologiesObjix Systems Development, Inc. Stock Plan (collectively, the "Company Stock Option Plans") or granted to employees pursuant to a separate stock option agreement listed on Section Schedule 3.07 of the Company Disclosure Schedule hereto (collectively, the "Other Company Option Agreements" and, together with the Company Stock Option Plans, the "Company Stock Option Arrangements") that is outstanding immediately prior to the Effective Time shall be assumed by Nortel Networks and deemed to constitute an option to acquire, on the same terms and conditions (including such terms relating to the vesting and exercisability of the Company Stock Options and terms relating to adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction following such assumption) as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of Nortel Networks Common Shares (rounded down to the greatest number of whole Nortel Networks Common Shares) that is equal to the product of (i) the number of shares of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an option exercise price per share of Nortel Networks Common Shares (rounded up to the nearest whole cent) equal to the quotient of (iii) the option exercise price per share of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time divided by (iv) the Exchange Ratio. The date of grant of each such Company Stock Option shall be the date on which such Company Stock Option was originally granted. As soon as reasonably practicable The portion, if any, of the Company Stock Options granted pursuant to the Other Company Option Agreements, Article IV (Automatic Option Grant Program) of the 1995 Stock Option/Stock Issuance Plan prior to its amendment on June 10, 1999 or the Non-Employee Directors' Stock Option Plan which, pursuant to the terms of such Other Company Option Agreements, Article IV of such 1995 Stock Option/Stock Issuance Plan or Non-Employee Directors' Stock Option Plan, are to become vested in connection with the Merger shall become vested at the Effective Time in accordance with their terms. Within three Business Days following the Effective Date, Nortel Networks shall cause to be delivered to each holder of a Company Stock Option that has been assumed by Nortel Networks pursuant to this Section 3.07 a notice stating that (x) stating that such Company Stock Option has been converted into an option to purchase Nortel Networks Common Shares, (y) stating that such Company Stock Option has been assumed by Nortel Networks and shall continue in effect subject to all of the terms and conditions applicable thereto immediately prior to the Effective Time and (z) setting forth the number of Nortel Networks Common Shares covered by such Company Stock Option and the per share option exercise price for such Nortel Networks Common Shares. >From and after the Effective Time, Nortel Networks and the Surviving Corporation shall comply with the terms of each Company Stock Option Arrangement pursuant to which the Company Stock Options were granted; provided, that (i) the board including such terms requiring acceleration of directors of Nortel Networks or an authorized committee thereof shall succeed to the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements and (ii) the terms of the Company Stock Option Arrangements shall be amended as necessary to reflect the assumption of the Company Stock Options contemplated hereunder. Notwithstanding the foregoing, the adjustments provided herein with respect to any Company Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.
(b) Prior to the Effective Date, the Company shall take all necessary or appropriate action (including amending any of the Company Stock Option Arrangements or making adjustments as permitted thereby) to (i) effectuate the assumption and conversion of the Company Stock Options by Nortel Networks and the assignment to Nortel Networks of the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements, (ii) except as specifically provided in Section 3.07(c) herein, preclude the grant of any additional Company Stock Options under any of the Company Stock Option Arrangements or otherwise, (iii) accelerate the vesting of the Company Stock Options granted to the Non-Employee Directors under the 1999 Equity Incentive Plan (it being understood that the Company shall not amend or change in any way the acceleration of vesting of the Common Stock Options of any other option holder under any of the Company Stock Option Arrangements without the express consent of Nortel Networks) and (iv) make such other amendments as Nortel Networks shall reasonably determine are necessary to comply with Canadian securities laws or TSE rules or policies that will become applicable to such Company Stock Option Arrangements at the Effective Time or otherwise by reason of the Merger.
(c) As soon as practicable after the execution hereof, the Company shall establish two option pools (the "Executive Option Pool" and the "Employee Option Pool") in order to grant Company Stock Options to certain executives, key employees and new hires during the period from the date hereof to the Effective Time under the terms and conditions set forth in this Section 3.07(c). The Executive Option Pool shall consist of an aggregate of 480,000 shares of Company Common Stock and the Employee Option Pool shall consist of an aggregate of 500,000 shares of Company Common Stock. In no event shall the Company grant any Company Stock Options that are reload options or which include the ability to exercise through the use of promissory notes or any stock appreciation rights, restricted stock, stock bonus or any type of synthetic stock option features nor shall the Company grant any Company Stock Options in excess the event of the amounts reserved in the two option pools described above without the express consent of Nortel Networks. The Company shall promptly notify Nortel Networks of the grant of Company Common Options hereunder and provide Nortel Networks with reasonable details of each grant, including without limitation, name of employee, number of shares granted, exercise price and confirmation of the appropriate vesting schedule.certain
Appears in 1 contract
Samples: Merger Agreement (Clarify Inc)
Stock Options and Other Stock Plans. (a) Effective at the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Stock Options") granted to employees or directors of, or consultants or advisors to, the Company or any Subsidiary thereof pursuant to the terms of the 1999 Equity Incentive Plan, the 2000 Nonstatutory Equity Incentive Plan and the 2000 Equity Incentive Plan of Pharsalia Technologies, Inc. (collectively, the "Company Stock Option Plans") or granted to employees pursuant to a separate stock option agreement listed on Section 3.07 of the Company Disclosure Schedule (collectively, the "Other Company Option Agreements" and, together with the Company Stock Option Plans, the "Company Stock Option Arrangements") that is outstanding immediately prior to the Effective Time shall be assumed by Nortel Networks and deemed to constitute an option to acquire, on the same terms and conditions (including such terms relating to the vesting and exercisability of the Company Stock Options and terms relating to adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction following such assumption) as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of Nortel Networks Common Shares (rounded down to the greatest number of whole Nortel Networks Common Shares) that is equal to the product of (i) the number of shares of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an option exercise price per share of Nortel Networks Common Shares (rounded up to the nearest whole cent) equal to the quotient of (iii) the option exercise price per share of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time divided by (iv) the Exchange Ratio. The date of grant of each such Company Stock Option shall be the date on which such Company Stock Option was originally granted. As soon as reasonably practicable following the Effective Date, Nortel Networks shall cause to be delivered to each holder of a Company Stock Option that has been assumed by Nortel Networks pursuant to this Section 3.07 a notice (x) stating that such Company Stock Option has been converted into an option to purchase Nortel Networks Common Shares, (y) stating that such Company Stock Option has been assumed by Nortel Networks and shall continue in effect subject to all of the terms and conditions applicable thereto immediately prior to the Effective Time and (z) setting forth the number of Nortel Networks Common Shares covered by such Company Stock Option and the per share option exercise price for such Nortel Networks Common Shares. >From and after the Effective Time, Nortel Networks and the Surviving Corporation shall comply with the terms of each Company Stock Option Arrangement pursuant to which the Company Stock Options were granted; provided, that (i) the board of directors of Nortel Networks or an authorized committee thereof shall succeed to the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements and (ii) the terms of the Company Stock Option Arrangements shall be amended as necessary to reflect the assumption of the Company Stock Options contemplated hereunder. Notwithstanding the foregoing, the adjustments provided herein with respect to any Company Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.
(b) Prior to the Effective Date, the Company shall take all necessary or appropriate action (including amending any of the Company Stock Option Arrangements or making adjustments as permitted thereby) to (i) effectuate the assumption and conversion of the Company Stock Options by Nortel Networks and the assignment to Nortel Networks of the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements, (ii) except as specifically provided in Section 3.07(c) herein, preclude the grant of any additional Company Stock Options under any of the Company Stock Option Arrangements or otherwise, (iii) accelerate the vesting of the Company Stock Options granted to the Non-Employee Directors under the 1999 Equity Incentive Plan (it being understood that the Company shall not amend or change in any way the acceleration of vesting of the Common Stock Options of any other option holder under any of the Company Stock Option Arrangements without the express consent of Nortel Networks) and (iv) make such other amendments as Nortel Networks shall reasonably determine are necessary to comply with Canadian securities laws or TSE rules or policies that will become applicable to such Company Stock Option Arrangements at the Effective Time or otherwise by reason of the Merger.
(c) As soon as practicable after the execution hereof, the Company shall establish two option pools (the "Executive Option Pool" and the "Employee Option Pool") in order to grant Company Stock Options to certain executives, key employees and new hires during the period from the date hereof to the Effective Time under the terms and conditions set forth in this Section 3.07(c). The Executive Option Pool shall consist of an aggregate of 480,000 shares of Company Common Stock and the Employee Option Pool shall consist of an aggregate of 500,000 shares of Company Common Stock. In no event shall the Company grant any Company Stock Options that are reload options or which include the ability to exercise through the use of promissory notes or any stock appreciation rights, restricted stock, stock bonus or any type of synthetic stock option features nor shall the Company grant any Company Stock Options in excess of the amounts reserved in the two option pools described above without the express consent of Nortel Networks. The Company shall promptly notify Nortel Networks of the grant of Company Common Options hereunder and provide Nortel Networks with reasonable details of each grant, including without limitation, name of employee, number of shares granted, exercise price and confirmation of the appropriate vesting schedule.
Appears in 1 contract
Stock Options and Other Stock Plans. (a) Subject to Section 6.17: Effective at the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Stock Options") granted to employees or directors of, or consultants or advisors to, the Company or any Subsidiary thereof pursuant to the terms of the 1999 Equity Incentive Periphonics Corporation 1995 Stock Option Plan, the 2000 Nonstatutory Equity Periphonics Corporation 1995 Non-Employee Director Stock Option Plan or the Periphonics Corporation 1986 Incentive Stock Option Plan and the 2000 Equity Incentive Plan of Pharsalia Technologies, Inc. (collectively, the "Company Stock Option Plans") or granted to employees pursuant to a separate stock option agreement listed on Section 3.07 of the Company Disclosure Schedule (collectively, the "Other Company Option Agreements" and, together with the Company Stock Option Plans, the "Company Stock Option Arrangements") that is outstanding immediately prior to the Effective Time shall be assumed by Nortel Networks and deemed to constitute an option to acquire, on the same terms and conditions (including such terms relating to the vesting and exercisability of the Company Stock Options and terms relating to adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction following such assumptionand the terms and conditions approved by resolution of the Company Board adopted on April 15, 1999) as were applicable under such Company Stock Option immediately prior to the Effective Time, the number of Nortel Networks Common Shares (rounded down to the greatest number of whole Nortel Networks Common Shares) that is equal to the product of (i) the number of shares of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, at an option exercise price per share of Nortel Networks Common Shares (rounded up to the nearest whole cent) equal to the quotient of (iii) the option exercise price per share of Company Common Stock covered by such Company Stock Option immediately prior to the Effective Time divided by (iv) the Exchange Ratio. The date of grant of each such Company Stock Option shall be the date on which such Company Stock Option was originally granted. As soon Any Company Stock Option, the terms and conditions of which were amended pursuant to the resolutions adopted by the Company Board on April 15, 1999 to provide for the acceleration of the vesting of such stock option as reasonably practicable a result of the Merger, shall become vested in accordance with such terms and conditions as so amended. Within three Business Days following the Effective Date, Nortel Networks shall cause to be delivered to each holder of a Company Stock Option that has been assumed by Nortel Networks pursuant to this Section 3.07 a notice stating that (x) stating that such Company Stock Option has been converted into an option to purchase Nortel Networks Common Shares, (y) stating that such Company Stock Option has been assumed by Nortel Networks and shall continue in effect subject to all of the terms and conditions applicable thereto immediately prior to the Effective Time and (z) setting forth the number of Nortel Networks Common Shares covered by such Company Stock Option and the per share option exercise price for such Nortel Networks Common Shares. >From and after the Effective Time, Nortel Networks and the Surviving Corporation shall comply with the terms of each Company Stock Option Arrangement Plan pursuant to which the Company Stock Options were granted; provided, that (i) the board of directors of Nortel Networks or an authorized committee thereof shall succeed to the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements and (ii) the terms of the Company Stock Option Arrangements shall be amended as necessary to reflect the assumption of the Company Stock Options contemplated hereunderPlans. Notwithstanding the foregoing, the The adjustments provided herein with respect to any Company Stock Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner consistent with Section 424(a) of the Code.
(b) Prior to the Effective Date, the Company shall take all necessary or appropriate action (including amending any of the Company Stock Option Arrangements Plans or making adjustments as permitted thereby) to (i) use its reasonable best efforts to obtain as promptly as possible following the mailing of the Company Proxy Statement, the written consent of each holder of a Company Stock Option (in a form reasonably satisfactory to counsel to Nortel) to the assumption and conversion of such individual's Company Stock Options as contemplated in Section 3.07(a), (ii) effectuate the assumption and conversion of the Company Stock Options by Nortel Networks and the assignment to Nortel Networks of the authorities and responsibilities of the Company Board or any committee thereof under the Company Stock Option Arrangements, Plans and (iiiii) except other than as specifically provided in expressly permitted pursuant to Section 3.07(c) herein4.01(b), preclude the grant of any additional Company Stock Options under any of the Company Stock Option Arrangements Plans or otherwise, (iii) accelerate the vesting of the Company Stock Options granted to the Non-Employee Directors under the 1999 Equity Incentive Plan (it being understood that the Company shall not amend or change in any way the acceleration of vesting of the Common Stock Options of any other option holder under any of the Company Stock Option Arrangements without the express consent of Nortel Networks) and (iv) make such other amendments as Nortel Networks shall reasonably determine are necessary to comply with Canadian securities laws or TSE rules or policies that will become applicable to such Company Stock Option Arrangements at the Effective Time or otherwise by reason of the Merger.
(c) As soon as practicable Nortel shall cause to be taken all corporate action necessary to reserve for issuance a sufficient number of Nortel Common Shares for delivery upon exercise of Company Stock Options in accordance with this Section 3.07. Within five business days after the execution hereofEffective Date, Nortel shall use its reasonable best efforts to cause the Nortel Common Shares subject to Company Stock Options to be registered under the Securities Act pursuant to a registration statement on Form S-8 (or any successor or other appropriate forms) and shall use its reasonable best efforts to cause the effectiveness of such registration statement (and current status of the prospectus or prospectuses contained therein) to be maintained for so long as Company Stock Options remain outstanding.
(d) The Company shall take such action as is necessary to cause a "new exercise date," within the meaning of the Periphonics Corporation 1995 Employee Stock Purchase Plan (the "Company Stock Purchase Plan"), to be established that will cause the offering period under such Company Stock Purchase Plan in effect immediately prior to the Effective Date to terminate as of a date that is no later than three Business Days prior to the Effective Date; provided that such change in the offering period shall be conditioned upon the consummation of the Merger. On such new exercise date, the Company shall establish two option pools (apply the "Executive Option Pool" and funds credited as of such date under the "Employee Option Pool") in order to grant Company Stock Options to certain executives, key employees and new hires during the period from the date hereof Purchase Plan within each participant's payroll withholding account to the Effective Time under the terms and conditions set forth in this Section 3.07(c). The Executive Option Pool shall consist purchase of an aggregate of 480,000 whole shares of Company Common Stock and in accordance with the Employee Option Pool shall consist terms of an aggregate of 500,000 shares of Company Common Stock. In no event shall the Company grant any Stock Purchase Plan. Immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, the Company shall terminate the Company Stock Options that are reload options or which include the ability to exercise through the use of promissory notes or any stock appreciation rights, restricted stock, stock bonus or any type of synthetic stock option features nor shall the Company grant any Company Stock Options in excess of the amounts reserved in the two option pools described above without the express consent of Nortel Networks. The Company shall promptly notify Nortel Networks of the grant of Company Common Options hereunder and provide Nortel Networks with reasonable details of each grant, including without limitation, name of employee, number of shares granted, exercise price and confirmation of the appropriate vesting schedulePurchase Plan.
Appears in 1 contract
Samples: Merger Agreement (Periphonics Corp)
