Stock Options and Restricted Stock Units. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions as are required to adjust the terms of each outstanding Company Stock Option, whether vested or unvested, to provide that each such Company Stock Option shall be rolled over at the Effective Time by canceling such Company Stock Option in exchange for a cash payment by the Company of an amount equal to (A) the excess, if any, of (1) the Common Merger Consideration over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option (adjusted to reflect the TM Distribution), multiplied by (B) the number of shares of Company Common Stock that are subject to such Company Stock Option immediately prior to the Effective Time and for which such Company Stock Option shall not theretofore have been exercised. Parent will make available options on its common stock to employees of the Company set forth on Section 6.04(a) of the Parent Disclosure Letter (as it may be supplemented by Parent prior to the Effective Time), on the terms and conditions provided therein.
(b) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions as are required to adjust the terms of all outstanding Company RSUs heretofore granted under the Company Stock Plan, whether vested or unvested, to provide that each such Company RSU shall be canceled at the Effective Time in exchange for a cash payment by the Company of an amount equal to (i) (A) if the holder of such Company RSU is a Principal Company Stockholder, $2.57 or (B) if the holder of such Company RSU is not a Principal Company Stockholder, the Common Merger Consideration multiplied by (ii) the number of shares of Company Common Stock that are subject to such Company RSU for which such Company RSU shall not theretofore have been settled.
(c) All amounts payable pursuant to this Section 6.04 shall be subject to any required withholding of Taxes (with amounts so withheld and paid over to the appropriate taxing authority being treated for all purposes of this Agreement as having been paid to the applicable holders) and shall be paid without interest.
(d) The Company Stock Plan shall terminate as of the Effective Time, and the provisions in any other Compa...
Stock Options and Restricted Stock Units. The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.
Stock Options and Restricted Stock Units. Company will grant to the Executive a stock option (“Option”) to purchase an aggregate of Thirty Seven Thousand and Five Hundred (37,500) Stock Options and Fifteen Thousand (15,000) Restricted Stock Units of the Company’s common stock, $0.001 par value per share (along with any subsequent grants, the “Option Shares”), pursuant to the Company’s Amended and Restated 2011 Stock Option/Stock Issuance (the “Plan”). The exercise price, vesting schedule and other terms for the Option will be set forth in the notice of grant and option agreement for such Option and the Option is subject to accelerated vesting as set forth in Section 3 hereof. Additional equity incentives, if any, shall be determined by the Board (or a committee thereof) in its sole discretion. All share figures set forth herein shall be subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations and similar events.
Stock Options and Restricted Stock Units. A. Attached hereto as Attachment “A” is a copy of your current Optionee Statement listing your vested and unvested stock options granted to you by the Company that are currently outstanding (your “Options”) and your restricted stock units granted to you by the Company that are currently outstanding (your “RSUs”).
B. The date upon which you cease to provide “Services” for purposes of your Options will be the later of the date that you cease to provide consulting services to the Company pursuant to Paragraph 3 below and the date that you cease to serve as a member of the Company’s Board of Directors (such date of cessation of services is referred to as the “Services Cessation Date”). In accordance with the existing terms of the Options, any unexercised Options on the Services Cessation Date which have not previously expired will (subject to the next sentence in the event the Services Cessation Date is caused by your death or Permanent Disability [as such term is defined in your individual stock option agreements]) remain exercisable for a period of (i) ninety (90) days with respect to Options granted to you prior to May 25, 2005, and (ii) twelve (12) months with respect to Options granted to you on or after May 25, 2005 (in each case, commencing with the Services Cessation Date), after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. In the event the Services Cessation Date is caused by your death or Permanent Disability, any unexercised Options on the Services Cessation Date which have not previously expired will remain exercisable until October 31, 2017, after which they will expire and cease to be exercisable without payment of any consideration by the Company and without any other action by you; provided, however, that in no event may such Options be exercised after their expiration date, and they may terminate and cease to be exercisable earlier in the event of a corporate transaction as provided in your individual stock option agreements. All other terms of your Options shall continue to be governed by the applicable plan pursuant to which they were issued and the applicable stock option agreements.
C. The only RSU aw...
Stock Options and Restricted Stock Units. The Employee will be eligible to participate in any stock option, restricted stock unit, or other equity incentive program available to officers or employees of the Company.
Stock Options and Restricted Stock Units. You will be eligible to receive grants of options to purchase shares of Time Warner Inc. (“Time Warner”) common stock and awards of restricted stock units (“RSU’s”), subject to Board of Director approval and provided that (a) you remain employed by the Company on the date of grant or award and your performance remains satisfactory and (b) Time Warner continues to maintain stock option and restricted stock plans. Any such grant of stock options or award of RSU’s shall be governed in accordance with the terms and conditions of the plans, agreements and notices under which they were issued.
Stock Options and Restricted Stock Units. The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. The Executive further acknowledges that vesting in the Stock Options and RSUs ceased on the Resignation Date, and all Stock Options and RSUs not then vested were cancelled and forfeited as of that date. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.
Stock Options and Restricted Stock Units. You were granted restricted stock units (the “RSUs”) in, and options (the “Options”) to purchase, shares of the Company’s common stock, pursuant to the Company’s applicable equity incentive plan documents (collectively, the “Plan”) and your Option and RSU grant documents. During the Transition Period, your Options and RSUs will continue to vest pursuant to the Plan, will continue to be governed by the Plan and applicable grant documents, and will cease vesting as of the Separation Date. Thereafter, your vested Option shares will be exercisable pursuant to the terms of the Plan and applicable grant documents. You will not receive any additional equity awards during the Transition Period.
Stock Options and Restricted Stock Units. (a) From and after the Closing Date, Seller and its Affiliates (excluding the Transferred Entities) will assume or retain, as the case may be, and be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Xxx Xxxxxx Business Employees (including the Transferred Employees) and former employees of the Xxx Xxxxxx Business (and claims by or relating to such Persons) with respect to such Seller Equity Awards.
Stock Options and Restricted Stock Units. The Executive shall be eligible to participate in the Company’s stock option and restricted stock unit programs. Awards shall be governed by the CVS Caremark Corporation 1997 Incentive Compensation Plan, as amended, or any successor plan (collectively, the “ICP”) and the applicable award agreements. The Executive’s annual equity value target shall be $2,000,000.00, provided that the actual value of the grant shall be determined by the Company in its sole discretion. The annual equity grant for Executive shall be granted fifty per cent (50%) in stock options and fifty per cent (50%) in restricted stock units, and the grant agreements for 2010 shall be substantially in the forms attached hereto.
