Common use of Stock Options and Restricted Shares Clause in Contracts

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 Options and Restricted Shares, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option and Restricted Share shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 1.9. (d) Prior to the Effective Time, the Company will take all action necessary to effect the provisions of this Section 1.9, including, but not limited to, adopting all resolutions, giving all notices, obtaining consents from each holder of Company Options and Restricted Shares and taking any other actions which are necessary or appropriate to effectuate the transactions contemplated by this Section 1.9. Any notices, consents or other communications to holders of Company Options and Restricted Shares will be subject to the review and approval of Parent. Any amount paid pursuant to this Section 1.9 shall be subject to any applicable Taxes required to be withheld with respect to such payment, and any such payments to employees or former employees of the Company or any of the Company’s Subsidiaries that constitute “wages” or other compensation for services for which any Tax withholding is required shall be processed through the Company’s or such Subsidiary’s payroll processing service or system.

Stock Options and Restricted Shares. (a) The terms of each outstanding option to purchase shares of Company Stock under any employee stock option or compensation plan or arrangement of the Company (a “Company Stock Option”), whether or not exercisable or vested, shall take all actions be adjusted as necessary to provide that that, at the Effective Time Time, each Company Stock Option that has vested prior to Closing or that will vest in connection with Closing and that is outstanding, unexercised and unexpired outstanding immediately prior to the Effective Time shall be cancelled deemed to constitute an option (each, an “Adjusted Option”) to acquire, on the same terms and converted into conditions as were applicable under such Company Stock Option, shares of Parent Stock in an amount and at an exercise price, each as determined in the following sentence. Each Adjusted Option shall represent the right to receive: acquire (i) a number of shares of Parent Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of Company Stock subject to such Company Stock Option by (B) the Option Exchange Ratio (ii) at an amount in cash, without interest, equal to the Common Per Share Closing Amount, minus the exercise price per share attributable of Parent Stock (rounded up to the nearest whole cent) equal to (A) the per share exercise price for the shares of Company Stock purchasable pursuant to such Company Option, plus Stock Option divided by (B) the contingent right to receiveOption Exchange Ratio; provided that (1) in all cases, 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)of, (B)and number of shares subject to, (C) and (D) above with respect to such Company Option, such Company each Adjusted Option shall be canceled without any cash payment being made in respect thereof and without any right determined as necessary 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 comply with Section 409A of the Code, and (2) for any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. (b) At As of the Effective Time, all restrictions with respect each then-outstanding restricted share (“Company Restricted Share”), which represents shares of Company Stock, subject to Company Common vesting and forfeiture will be adjusted so that its holder will be entitled to receive a number of restricted shares of Parent Stock granted under a (i) equal to the product of (A) the number of shares of Company Stock Plan that is outstanding subject to such Company Restricted Share, as applicable, immediately prior to the Effective Time multiplied by (B) the “Option Exchange Ratio and (ii) then down, as applicable, to the nearest whole shares (with 0.50 being rounded upward), subject to the same vesting and forfeiture provisions as the Company 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 1.6Share. (c) At the Effective Time, all Company Options and Restricted Shares, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option and Restricted Share shall cease to have any rights with respect thereto, except the right to receive the consideration specified in this Section 1.9. (d) Prior to the Effective Time, the Company will shall take all action such actions, if any, as are reasonably necessary to give effect to the provisions of transactions contemplated by this Section 1.9, including, but not limited to, adopting all resolutions, giving all notices, obtaining consents from each holder of Company Options and Restricted Shares and taking any other 2.04. (d) Parent shall take such actions which as are necessary or appropriate for the assumption of the Company Stock Option and Company Restricted Share pursuant to this Section 2.04, including the reservation, issuance and listing of Parent Stock as is necessary to effectuate the transactions contemplated by this Section 1.92.04. Any noticesWithin two Business Days after the Effective Time, consents Parent shall prepare and file with the SEC a registration statement on an appropriate form, or other communications a post-effective amendment to holders a registration statement previously filed under the 1933 Act, with respect to the shares of Parent Stock subject to the Company Options Stock Option and Company Restricted Shares Share and, where applicable, shall use its reasonable best efforts to have such registration statement declared effective as soon as practicable following the Effective Time and to maintain the effectiveness of such registration statement covering such Company Stock Option and Company Restricted Share (and to maintain the current status of the prospectus contained therein) for so long as such Company Stock Option and Company Restricted Share remains outstanding. With respect to those individuals, if any, who, subsequent to the Effective Time, will be subject to the review and approval reporting requirements under Section 16(a) of Parent. Any amount paid the 1934 Act, where applicable, Parent shall use reasonable best efforts to administer the Company Option Plan assumed pursuant to this Section 1.9 shall be subject 2.04 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to any applicable Taxes required to be withheld with respect to such payment, and any such payments to employees or former employees of the extent the Company or any of Option Plan complied with such rule prior to the Company’s Subsidiaries that constitute “wages” or other compensation for services for which any Tax withholding is required shall be processed through the Company’s or such Subsidiary’s payroll processing service or systemMerger.