Stock Options and Restricted Shares. Except as otherwise agreed to in writing between the Company, Parent and Merger Sub:
(i) Each unexercised option to purchase or acquire shares of Company Common Stock (each, a “Company Stock Option”) granted under the Company Stock Plans or otherwise, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holder thereof, become fully vested and be converted into the right to receive from the Surviving Corporation at the Effective Time an amount in cash in U.S. dollars equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time and (y) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, with the aggregate amount of such payment rounded up to the nearest cent, less such amounts as Parent, the Company or the Paying Agent determine in good faith are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment. The vesting of a Company Stock Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Stock Option.
(ii) Immediately prior to the Effective Time, except as set forth below, each award of restricted Company Common Stock (the “Restricted Shares”) shall be converted into the right to receive the Merger Consideration, less such amounts as Parent, the Company or the Paying Agent determine in good faith are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax Law with respect to the making of such payment.
(iii) Prior to the Effective Time, the Board of Directors or the Compensation Committee of the Board of Directors, as applicable, shall adopt amendments to the Company Stock Plans and the applicable Company Benefit Plans with respect to Company Stock Options and Restricted Shares to implement the foregoing provisions of Sections 5.5(a)(i), and 5.5(a)(ii) and the Company shall take all such actions as may be necessary to accelerate the vesting of all Company Stock Options that are not vested Company Stock Options as of the Effective Time.
Stock Options and Restricted Shares. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Home Common Stock granted under the Home Stock Plans (a “Home Stock Option”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be automatically cancelled and shall only entitle the holder thereof to receive from Cascade within ten (10) days of the Effective Time, an amount in cash, without any interest and subject to any required Tax (as defined in Section 3.10(b)) withholding, equal to (i) the excess, if any, of (A) the Per Share Option Value over (B) the exercise price per share of Home Common Stock subject to such Home Stock Option multiplied by (ii) the number of shares of Home Common Stock subject to such Home Stock Option with an exercise price per share less than the Per Share Option Value. All Home Stock Options with an exercise price per share equal to or greater than the Per Share Option Value shall at or immediately prior to the Effective Time be cancelled and terminated without any payment with respect thereto, and shall not be assumed by Cascade in the Merger. For purposes of this Agreement, the term “Home Stock Plans” means the Home 2005 Stock Option and Incentive Plan, the Home 2005 Recognition and Retention Plan and the Home 2008 Equity Incentive Plan. For purposes of this section, the following terms are defined as follows:
Stock Options and Restricted Shares. Upon the occurrence of a Change of Control of the Company, all stock options shall be fully vested and exercisable and all restrictions upon unconditional receipt by Employee of shares of stock or other securities of the Company granted under any restricted stock or other compensation plan shall immediately be removed, and such shares shall vest in and be distributed immediately to Employee. The Company covenants and agrees to take such steps (including amendment of any existing plan) to insure that all such plans shall allow or provide for such vesting and distribution.
Stock Options and Restricted Shares. (a) The Company shall take all actions necessary to provide that at the Effective Time each Company Option that has vested prior to Closing or that will vest in connection with Closing and that is outstanding, unexercised and unexpired immediately prior to the Effective Time shall be cancelled and converted into and represent the right to receive: (A) an amount in cash, without interest, equal to the Common Per Share Closing Amount, minus the exercise price per share attributable to such Company Option, plus (B) the contingent right to receive, in accordance with Section 1.7 hereof, an amount equal to the Pro Rata Initial Order Cash Consideration (if any), plus (C) the contingent right to receive, in accordance with Section 1.8 hereof, an amount equal to the Pro Rata Performance Amount (if any) plus (D) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) any proceeds or distributions of the Escrow Amount (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (E) an amount in cash, without interest, equal to the product of (x) the Pro Rata Share multiplied by (y) the Post-Closing Adjustment (if, when and to the extent distributed to the Participating Holders pursuant to the terms herein), plus (F) an amount in cash, without interest, equal to the product of (x) the Capped Pro Rata Share multiplied by (y) the amount of the Overflow Funds; provided, that, if the exercise price per share attributable to such Company Option is equal to or greater than the maximum amount that could be paid pursuant to (A), (B), (C) and (D) above with respect to such Company Option, such Company Option shall be canceled without any cash payment being made in respect thereof and without any right to receive any payment pursuant to clauses (B), (C) or (D) above. All payments made pursuant to clauses (B), (C), (D), (E) or (F) above will be made in compliance with Section 409A of the Code.
(b) At the Effective Time, all restrictions with respect to Company Common Stock granted under a Company Stock Plan that is outstanding immediately prior to the Effective Time (the “Restricted Shares”) shall lapse and the Restricted Shares shall be fully vested automatically and without any action on the part of the holder thereof, and the holder thereof shall be treated as a holder of Company Common Stock for purposes of this Agreement, including Section 1.6.
(c) At the Effective Time, all Company O...
Stock Options and Restricted Shares. Effective upon the expiration of the seven-day revocation period set forth in Paragraph 12(d) of this Release, all of Employee’s stock options and restricted shares shall fully vest and said options shall become immediately exercisable. Employee shall have until December 31, 2006, to exercise said options. The exercise of said options and the vesting of said restricted shares shall be subject to all applicable withholdings, including, but not limited to, Social Security, Medicare, federal, state and local taxes.
Stock Options and Restricted Shares. The Company hereby agrees that the Executive shall be granted a non-qualified stock option and restricted shares on the terms and conditions hereinafter stated:
Stock Options and Restricted Shares. (a) At the Award Cancellation Time, each Company Restricted Share then outstanding shall immediately vest and shall be treated in all respects in accordance with Section 3.01; provided, that the amount to which the holder of any Company Restricted Share shall be entitled pursuant to Section 3.01 shall be reduced by the amount of any required withholding taxes (including any withholding taxes due as a result of the vesting of the Company Restricted Shares).
(b) At the Award Cancellation Time, each Company Stock Option then outstanding (whether vested or unvested), shall be canceled and, in consideration of such cancellation, Parent shall pay or cause to be paid within 5 days following the Award Cancellation Time to each holder who has executed a letter in form satisfactory to Parent acknowledging the termination and full satisfaction of such Company Stock Option, in full satisfaction of such Company Stock Option, less any applicable withholding taxes, an amount (but not less than zero) in cash equal to the product of (i) the difference between (I) the Per Share Amount and (II) the exercise price with respect to such Company Stock Option, and (ii) the number of shares of Company Common Stock subject to such outstanding Company Stock Option.
(c) The Company shall (i) take all actions reasonably necessary to cause the actions and effects specified in Sections 7.05(a) and (b) to occur, (ii) take all actions reasonably necessary, with Parent’s assistance, to ensure that, effective as of the Award Cancellation Time, no holder of Company Stock Options will have any right to receive any shares of capital stock of the Company or, if applicable, the Surviving Corporation, upon exercise of any Company Stock Option or any other event and (iii) provide its reasonable cooperation to Parent in connection with the actions contemplated by this Section 7.05.
Stock Options and Restricted Shares. In addition to the Base Salary and bonus provided to the Executive pursuant to Article 4, the Executive shall receive a minimum of the following options for the purchase of the following number of shares of Russxxx Xxxporation common stock during the term of this Agreement (the number of such options to be adjusted for any stock splits or recombinations or stock dividends occurring after the Effective Date), which amount may be increased at the Board's discretion based on the Executive's performance: (i) options to purchase 125,000 shares to be granted on the Effective Date upon employment of the Executive pursuant to this Agreement and (ii) options to purchase 25,000 shares to be granted in February 1999. The exercise price for these options shall equal the average of the high and low of the stock price on the day the grant is made. Such options shall have a term of ten years and the options given in any year shall vest and become exercisable over a four-year period from the date of grant, with 25% of the options granted vesting and becoming exercisable on each anniversary of the date of grant of such options. If the Executive's employment is terminated by reason of the provisions of Sections 3.1(ii) and 3.1(iii), by the Company for any reason other than For Cause or by the Executive for Good Reason, all options granted under this Article 5 shall immediately become vested and shall be exercisable at the Executive's option for a period of three (3) years from the date of termination; if the Executive's employment is terminated by the Company For Cause or by the Executive other than for Good Reason, all options granted under this Article 5 that are not vested as of the Termination Date shall lapse and be forfeited to the Company. The Executive shall also be granted 50,000 shares of restricted common stock of the Company on the Effective Date with the restrictions lapsing as to one-third of such shares at the end of each year of employment by the Executive with the Company. If the Executive's employment is terminated by reason of the provisions of Sections 3.1(ii) and 3.1(iii), by the Company for any reason other than For Cause or by the Executive for Good Reason, all restrictions on such restricted shares shall immediately lapse; if the Executive's employment is terminated by the Company For Cause or by the Executive other than for Good Reason, all shares of restricted common stock granted under this Article 5 as to which the restrictions have not lapsed as...
Stock Options and Restricted Shares. Subject to Section 5.1, 5.5(b) and 5.7 below, on the later of (i) the date of the termination of the Executive’s employment under any of Section 5.2, 5.3, 5.4 or 5.5(a) below or (ii) March 31, 2010, all outstanding unvested Stock Options and restricted shares of Common Stock (“Restricted Shares”) held by the Executive shall immediately become fully vested and the Executive shall have until the earlier of (x) the options’ stated maturity date assuming the Executive remained an executive of the Company and (y) December 31, 2010 to exercise any or all of his vested Stock Options.
Stock Options and Restricted Shares. At the Effective Time, each option (each, a “Company Stock Option”) (whether or not then vested or exercisable) to purchase or acquire Common Shares granted to Employees, directors, or independent contractors of the Company or any of its Subsidiaries under the Company’s 2003 Long Term Incentive Plan or any other incentive plan of the Company (or agreement related thereto) (each, a “Company Incentive Plan”) that is outstanding immediately prior to the Effective Time shall be converted into the right to receive, as soon as reasonably practicable after the Effective Time (but in any event no later than five Business Days after the Effective Time), a cash payment, rounded to the nearest xxxxx, equal to the product of (a) the excess, if any, of (i) the Amalgamation Consideration over (ii) the per share exercise price of such Company Stock Option, multiplied by (b) the number of shares covered by such Company Stock Option, less (c) any required withholding Taxes or, if there is no such excess, such Company Stock Option shall be cancelled without consideration. Prior to the Effective Time, the Company shall waive any vesting conditions applicable to any shares of restricted stock (each, a “Company Restricted Share”) granted pursuant to any Company Incentive Plan, and such Company Restricted Shares shall be treated the same as other Common Shares for purposes of this Agreement.
