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. 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) 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. (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. 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. 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. Subject to Section 5.1 and 5.5(b) 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) June 30, 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) March 31, 2011 to exercise any or all of his vested Stock Options.
Stock Options and Restricted Shares. On the first day of employment, and as additional compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company shall grant the Executive non-qualified stock options (“Stock Options”) to purchase 900,000 shares of Common Stock of the Company. Such option grant will have a term of ten (10) years. The stock options shall vest upon 12.5% upon FDA acceptance of NDA submission for zolpidem 12.5% upon FDA acceptance of NDA submission for sumatriptan 12.5% upon Board of Directors approval and successful implementation of portfolio plan for next generation compounds 12.5% upon CEO approval and successful implementation of organization plan to address issues in analytical, clinical and regulatory 15% upon completion of a Board of Directors approved licensing deal for zolpidem 15% upon completion of a Board of Directors approved licensing deal for sumatriptan 20% at Board of Directors discretion upon completion of approved licensing deal for zolpidem or sumatriptan subject, in each case, to the provisions of Section 9 below. If the Agreement is not renewed by the Executive beyond its initial term and the Company wishes to renew the Agreement beyond the initial term without substantial change in the terms of this Agreement, but not including Section 4 (d), then such options which have not vested will expire upon termination. In connection with such grant, the Executive shall enter into the Company’s standard stock option agreement which will incorporate the foregoing vesting schedule and the Stock Option related provisions contained in Section 9 below. The exercise price of said 900,000 shares shall be equal to 100% of the Fair Market Value (trading price) on the first date of employment. Such option grants are not incentive stock options, as such, research of taxation for these stock option grants shall be the sole responsibility of the Executive. On the first day of employment, and as additional compensation for the services to be rendered by the Executive pursuant to this Agreement, the Company shall grant the Executive 100,000 shares of restricted stock (“Restricted Shares”) pursuant to the Company’s 2006 Equity Incentive Plan. The xxxxx xxxxx of said 100,000 Restricted Shares shall be equal to 100% of the Fair Market Value (trading price) on the first date of employment. Such Restricted Shares grant shall contain restrictions that will vest ratably over a three-year period ending on the third anniversary of the grant so th...
Stock Options and Restricted Shares. (a) Prior to the execution of this Agreement, Potter held 1,000 shares of Restricted Stock, with scheduled vesting through 8/27/2005. Subject to the terms and conditions of Section 1.3(b), above, such Restricted Shares shall continue to be held by Potter and shall continue to vest through the second anniversary of his Resignation Date. Any Restricted Shares not then vested will forfeit and be null and void.
(b) Prior to the execution of this Agreement, Potter held unvested options to acquire 15,000 shares of AIPC common stock. As of the date hereof, 7,500 of such options are cancelled and null and void. Subject to the terms and conditions of Section 1.3(b), above, the remaining 7,500 of such options shall continue to vest until 8/27/04 and can be exercised anytime between 8/27/2004 and through the second anniversary of his Resignation Date subject to normal terms and conditions. Any of such options not then vested as of 8/27/2004 will be cancelled and be null and void. In the event that Potter takes any action within six months following the end of his 18 month noncompete period contained in Section 4 of his Employment Agreement that, if taken during the 18 month noncompetition period would have been a violation of such Section 4, then immediately upon such action, all remaining vested but unexercised options and all remaining unvested options shall expire, be cancelled and be null and void.
