Common use of Stock Options and Restricted Shares Clause in Contracts

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. Except as otherwise agreed (a) Immediately prior to in writing between the CompanyEffective Time, Parent and Merger Sub: (i) Each unexercised each then-outstanding option to purchase or acquire shares of Company Common Stock Shares (each, a “Company Stock Option”) granted under any director or employee stock option or compensation plan or arrangement of the Company (collectively, the “Company Stock Plans or otherwisePlans”), whether or not vested or unvestedexercisable, that is outstanding immediately prior to the Effective Time shall, as of shall become fully vested and exercisable contingent upon 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 shall be converted into the right to receive from receive, and the Surviving Corporation Company shall pay to each former holder of any such fully vested converted Company Stock Option at or promptly after the Effective Time 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 (yi) the excess, if any, of the amount of the Merger Consideration over the applicable 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 Share of such Company Stock OptionOption and (ii) the number of Shares such holder could have purchased had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. (iib) Immediately prior to the Effective Time, except as set forth below, each award of then-outstanding restricted Share granted under any Company Common Stock Plan (the a “Company Restricted SharesShare”) shall vest, contingent upon the Effective Time, in full (and all restrictions thereon shall immediately lapse) and be converted at the Effective Time into the right to receive the Merger Consideration, less such amounts as Parent, the Company or the Paying Agent determine provided 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 paymentSection 2.1(a). (iiic) The Company shall pay the holders of Company Stock Options the cash payments described in this Section 2.2 at or promptly after the Effective Time, but in any event not later than the second (2nd) Business Day after the Effective Time. (d) All payments made pursuant to this Section 2.2 shall be subject to all applicable tax withholdings. (e) Prior to the Effective Time, the Company Board of Directors or the Compensation Committee of the Board of Directors(or, as applicableif appropriate, any committee thereof) shall adopt amendments such resolutions and take all other actions necessary and appropriate to effectuate the provisions of this Section 2.2. Prior to the Effective Time, the Company shall (i) take all necessary and appropriate actions (including providing any required termination notices to the holders of any Company Stock Option) to terminate the Company Stock Plans and the applicable Company Benefit Plans with respect to all outstanding Company Stock Options and Restricted Shares immediately prior to implement the foregoing provisions Effective Time, (ii) provide Parent with copies of Sections 5.5(a)(i)all proposed documentation relating to the termination of the Company Stock Plans, and 5.5(a)(ii(iii) and work with Parent to ensure that the Company shall take all such actions as may be necessary termination is properly effected prior 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. Except as otherwise agreed to in writing between (a) By virtue of the CompanyMerger, Parent and Merger Sub: (i) Each unexercised each outstanding option to purchase or acquire shares of Company Common Stock (each, a “Company Stock Option”) granted under any employee stock option or compensation plan or arrangement of the Company Stock Plans or otherwise, whether vested or unvested, that is outstanding immediately prior to the Effective Time shallTime, as of whether or not then exercisable or vested (a “Company Stock Option”) shall become fully vested and exercisable immediately prior to, and then shall be canceled at, the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holder thereofthereof shall, become fully vested and subject to Section 2.08, be converted into the right entitled to receive receive, from the Surviving Corporation at (and Parent shall cause the Effective Time Surviving Corporation to pay to such holder), 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 (yi) the excess, if any, of the amount of (1) the Merger Consideration over (2) 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 and (ii) the total number of shares of Company Stock subject to 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 fully vested and exercisable Company Stock Option as provided in the effect 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 (the “Option Consideration”). The Option Consideration shall be paid in a lump sum promptly after the Effective Time (but no later than five (5) Business Days after the Effective Time). In the event that the exercise price of any Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled and have no further force or effect. As soon as practicable following the execution of this Agreement, the Company shall provide written notice to each person who is a holder of Company Stock Options describing the treatment of and, if applicable, payment for such Company Stock Options pursuant to this Section 2.04(a) and providing instructions for obtaining payment for such Company Stock Options. (b) By virtue of the Merger, each restricted share of Company Stock, which is outstanding immediately prior to the Effective Time (a “Company Restricted Share”), other than any such Company Restricted Share that is a Rollover Share (for the avoidance of doubt and notwithstanding anything to the contrary in the Agreement, Rollover Shares shall not be entitled to receive any Restricted Stock Consideration or Merger Consideration, as applicable), shall, to the extent not vested, vest as of the Effective Time, except as set forth belowand at the Effective Time, each award holder of restricted such Company Common Stock Restricted Share shall, subject to Section 2.08, be entitled to receive, from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay to such holders), an amount in cash equal to the Merger Consideration in cancellation of each share of Company Restricted Share previously held (the “Restricted SharesStock Consideration”) ). The Restricted Stock Consideration shall be converted into paid in a lump sum promptly after the right to receive Effective Time (but no later than five (5) Business Days after the Merger Consideration, less such amounts Effective Time). As soon as Parentpracticable following the execution of this Agreement, the Company or shall provide written notice to each person who is a holder of Company Restricted Shares describing the Paying Agent determine treatment of and, if applicable, payment for such Company Restricted Shares pursuant to this Section 2.04(b) and providing instructions for obtaining payment for such Company Restricted Shares. For purposes of this Agreement, “Rollover Shares” shall include the Company Restricted Shares that are subject to cancellation in good faith are required exchange for membership units of Parent, pursuant to those certain mutually binding rollover commitment letters entered into by and between the Company and those other parties appearing on the signature pages thereto (i) as of the date hereof and (ii) as may be withheld or deducted under the Code or any provision of stateentered into, local or foreign Tax Law with respect subject to the making prior written consent of such paymentParent (which consent shall not be unreasonably withheld, conditioned or delayed), subsequent to the date hereof (collectively, the “Rollover Commitment Letters”), pursuant to the terms and conditions set forth therein. (iiic) Prior to the Effective Time, the Board Company shall take such actions as are reasonably necessary to give effect to the transactions contemplated by this Section 2.04, including, without limitation, (i) adopting appropriate resolutions, (ii) preventing the commencement of Directors or any new offering periods under the Compensation Committee of the Board of DirectorsCompany’s 1999 Employee Stock Purchase Plan, as applicable, shall adopt amendments and (iii) taking all actions necessary to terminate 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 TimePlans.

Stock Options and Restricted Shares. Except as otherwise agreed to in writing between Upon approval of the CompanyCompensation Committee, Parent and Merger Sub: (i) Each unexercised Executive will be granted an option to purchase or acquire shares of Company Common Stock the Company’s common stock (eachthe “Options”), in such number approved by the Compensation Committee and on the terms and conditions listed below. Such Options will have a “Company Stock Option”) granted under the Company Stock Plans or otherwise, whether vested or unvested, that is outstanding immediately prior strike price equal to the Effective Time shall, fair market value of the common stock as of the Effective Time, by virtue date of the Merger grant, which pursuant to NeoGenomics’ Amended and without any action on Restated Equity Incentive Plan (the part of Parent“Plan”), Merger Sub, the Company, or the holder thereof, become fully vested and shall 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 closing price per share of NeoGenomics’ common stock on the last trading day immediately preceding the grant date. The Options shall be treated as incentive stock options (xISOs) the total number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time maximum extent permitted under applicable law, and (y) the excessremainder of the Options, if any, shall be treated as non-qualified stock options. The grant of the amount Options will be made pursuant to the Company’s Plan and will be evidenced by a separate option agreement (the “Option Agreement”) to be executed by the Company and Executive, which will contain all the terms and conditions of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock OptionOptions (including, with the aggregate amount of such payment rounded up to the nearest cent, less such amounts as Parentbut not limited to, 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 provisions set forth belowin this Section 3(d)). So long as Executive remains employed by the Company, each award such Options will have a seven (7) year term before expiration and will vest ratably over a period of four (4) years from the grant date. In addition, upon approval of the Compensation Committee, Executive will be granted restricted Company Common Stock shares of the Company’s common stock (the “Restricted Shares”) shall be converted into the right to receive the Merger Consideration), less in 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 number approved by the Compensation Committee and on the terms and conditions listed below. Such Restricted Shares will have a strike price equal to the fair market value of the Board common stock as of Directorsthe date of the grant, as applicablewhich pursuant to the Plan, shall adopt amendments be equal to the closing price per share of NeoGenomics’ common stock on the last trading day immediately preceding the grant date. The grant of the Restricted Shares will be made pursuant to the Company’s Plan and will be evidenced by a separate restricted stock agreement (the “Restricted Stock Agreement”) to be executed by the Company and Executive, which will contain all the terms and conditions of the Restricted Shares (including, but not limited to, the provisions set forth in this Section 3(d)). So long as Executive remains employed by the Company, such Restricted Shares will have a seven (7) year term before expiration and will vest ratably over a period of four (4) years of the grant date. Executive understands that, pursuant to the Plan, upon termination of his or her employment, he or she will only have ninety (90) days (the “Exercise Period”) to exercise any vested portion of the Stock Plans and Options. In the applicable Company Benefit Plans with respect to Company event Executive is under a blackout period at the time of termination of his or her employment, such Exercise Period may be extended for a reasonable period only upon approval by the Compensation Committee. All Stock Options and Restricted Shares awarded pursuant to implement this Section 3(d) will contain a provision in the foregoing provisions Stock Option and Restricted Stock Agreements that allows for immediate vesting of Sections 5.5(a)(i)any remaining unvested portion of the Stock Options and Restricted Shares in the event of the termination of Executive’s employment or services with the Company and without “Cause,” as defined in such Stock Option and Restricted Stock Agreements, or by Executive for “Good Reason,” as defined in such Stock Option and Restricted Stock Agreements, during the 12-month period commencing on the date of a Change in Control, as defined in such Stock Option and Restricted Stock Agreements, and 5.5(a)(iisuch Stock Option and Restricted Stock Agreements will expire upon the earliest of (a) 12 months after the termination of Executive’s service with the Company, and (b) the Stock Options Expiration Date 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 TimeRestricted Shares Expiration Date.