Stock Options and Restricted Stock. In the event that (a) USPI elects to terminate this Agreement pursuant to Section 5, (b) there is a “Change of Control Event” (as defined below) or (c) USPI terminates Employee without the notice required under Section 5 or without Cause under Section 7, then in each such event, all USPI stock options held by Employee and all restricted stock awards made to him/her by USPI (including issued subject to forfeiture) shall thereupon automatically be amended so as to (i) cause to vest, immediately prior to the date of such Change in Control Event or such termination of employment, all then unvested stock options and restricted stock awards, and (ii) provide Employee 90 days to exercise such options (or such greater period as may be provided by the terms of such options). For purposes of the foregoing, the term “Change of Control Event” shall mean (A) a consolidation or merger of USPI with or into any other corporation (other than a merger which will result in the voting capital stock of USPI outstanding immediately before the effective date of such consolidation or merger being converted into more than 50% of the voting capital stock of the surviving entity outstanding immediately after such consolidation or merger), (B) a sale of all or substantially all of the properties and assets of the Company as an entirety in a single transaction or in a series or related transactions to any other “person” or (C) the acquisition of “beneficial ownership” by any “person” or “group” of voting stock of the Company representing more than 50% of the voting power of all outstanding shares of such voting stock, whether by way of merger of consolidation or otherwise. As used herein, (x) the terms “person” and “group” shall have the meanings set forth in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not applicable, (y) the term “beneficial owner” shall have the meaning set forth in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time or upon the occurrence of certain events, and (z) any “person” or “group” will be deemed to beneficially own any voting stock so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the voting stock of a registered holder ...
Stock Options and Restricted Stock. (a) Upon termination of the Executive’s employment with the Employer without Cause or as a result of a Constructive Termination without Cause, all restrictions on any Equity Award granted or issued by the Employer or any of the Participating Subsidiaries to the Employee after the Effective Date, including any transferability or vesting restrictions, immediately shall lapse. The Executive additionally shall have the immediate right to exercise any Employer stock options in full (without regard to any restriction on the underlying stock, and whether granted under this Agreement or otherwise), whether or not any such option is fully exercisable on the date of termination, for the remainder of the original full maximum term of each such stock option. In addition, in the event that the Executive’s employment is terminated for any reason within one (1) year following the consummation of a Change in Control (including, without limitation, the date of the consummation) then the Executive shall be entitled, at the Executive’s option and without the preclusion or reduction of any benefit otherwise available to him under this Agreement (pursuant to Section 12.6 or otherwise), to exercise all options granted previously to the Executive during the longest period permissible under the terms of the plan under which such options were issued from the Change in Control Closing Date, and additionally to freely transfer any options held, directly or indirectly, by the Executive as of the Change in Control Closing Date.
Stock Options and Restricted Stock. During the Term hereof, the Board shall grant Executive options to purchase Company Common Stock and restricted stock in accordance with the terms of the Company's Long Term Incentive Compensation Plan.
Stock Options and Restricted Stock. The foregoing benefits are intended to be in addition to the value of any options to acquire Common Stock of the Company or restricted stock the exercisability or vesting of which is accelerated pursuant to the terms of any stock option, incentive or other similar plan heretofore or hereafter adopted by the Company.
Stock Options and Restricted Stock. The Company has advised PennCorp and hereby confirms that the Compensation Committee of the Company's Board of Directors (the "Compensation Committee"), in administering the "Washington National Corporation Stock Benefit Plan, as Amended" (the "Plan"), shall, in accordance with the terms of the Plan and the agreements entered into thereunder with respect to employee stock options to purchase Common Shares ("Employee Options"), and Common Shares of restricted stock ("Restricted Stock"), provide for (i) the acceleration of the exercisability of Employee Options, (ii) the ability of certain retirees who have Employee Options to exercise those Employee Options up to the Effective Time, (iii) the ability of certain individuals whose employment with the Company was terminated prior to the date of this Agreement or whose employment is terminated between the date of this Agreement and the Effective Time to exercise Employee Options for a period ending on the earlier of the Effective Time and one year from the date of termination of employment with the Company, and (iv) the acceleration of the date on which restrictions applicable to Restricted Stock shall lapse. Notwithstanding anything in this Agreement to the contrary, the Company shall take all actions necessary to cause each Employee Option outstanding immediately prior to the Effective Time be cancelled by the Company, and each holder of a cancelled Employee Option shall receive from the Company in consideration for the cancellation of such Employee Option an amount in cash (less applicable withholding taxes) equal to the product of (i) the number of Common Shares previously subject to such Employee Option and (ii) the excess, if any, of the Cash Price over the exercise price per Common Share previously subject to such Employee Option. The Company shall take all actions necessary to cause each share of Restricted Stock outstanding immediately prior to the Effective Time to be cancelled by the Company, and each holder of a cancelled share of Restricted Stock shall receive from the Company in consideration for the cancellation of such Restricted Stock an amount in cash equal to 125% of the Cash Price, less applicable withholding taxes.
Stock Options and Restricted Stock. The provisions relating to any Times Mirror stock options or restricted stock, if any, are set forth in the attachment to this Agreement entitled "Certain Compensation and Benefits".
Stock Options and Restricted Stock. The terms of the 1997 Stock Plan and the terms of any agreement with respect to stock options granted for the Company's securities held by the Executive shall govern such stock options and are incorporated herein by reference.
Stock Options and Restricted Stock. To the extent not otherwise provided for under the terms of the Company's stock-based compensation plans or the Employee's award or grant agreements, all stock options and restricted stock held by the Employee that have not expired in accordance with their respective terms shall fully vest as of the Entitlement Date.
Stock Options and Restricted Stock. Vesting will accelerate to the date of termination. In other words, after a Change in Control, if EMPLOYEE is either terminated by EMPLOYER, other than for Cause, or if EMPLOYEE terminates employment with Good Reason, EMPLOYEE shall immediately be vested with all stock options and restricted stock awarded by the Company which have not been exercised prior to the termination date. The provisions of the Stock Option Agreement will otherwise be controlling.
Stock Options and Restricted Stock. As of the date hereof, in further consideration of the Employee's employment hereunder, the Employee acknowledges that:
