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 Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein. (e) In this Agreement:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Metaldyne Corp), Agreement and Plan of Merger (Masco Corp /De/), Agreement and Plan of Merger (Credit Suisse/)
Stock Options and Restricted Stock Units. (a) As soon At the Effective Time, except as practicable following set forth below with respect to Sub-Plan Options, each outstanding option to purchase Shares (each "COMPANY STOCK OPTION" and, collectively, "COMPANY STOCK OPTIONS") issued pursuant to the date of this AgreementCompany's Amended and Restated Verisity Ltd. 2000 U.S. Share Incentive Plan, Verisity Ltd. 1999 Israeli Share Option Plan, Verisity Ltd. 1999 Share Incentive Plan, the Company Board Verisity Ltd. 0000 Xxxxxx Share and Stock Option Incentive Plan (orbut not including the Sub-Plan for the Issuance of Options to the Company's Employees), if appropriate1996 U.S. Stock Option Plan (as amended on October 28, any committee administering the Company 1999), Verisity Ltd. 0000 Xxxxxxx Share Option Plan and Amended and Restated Axis Systems Inc. 1997 Stock Plan) shall adopt such resolutions Plan or take such other actions as are required to adjust the terms of each outstanding Company Stock Optionagreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options to provide purchase shares of Parent Common Stock in accordance with this Section 1.10. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the "COMPANY PLANS". Notwithstanding the foregoing, subject to any changes made in accordance with Section 4.22, each outstanding Company Stock Option outstanding under the Sub-Plan for the Issuance of Options to the Company's Employees under the Verisity Ltd. 0000 Xxxxxx Share and Stock Option Incentive Plan (the "SUB-PLAN" and such Company Stock Options, the "SUB-PLAN OPTIONS") shall not be converted into options to purchase shares of Parent Common Stock, but shall be exercisable for the consideration specified in Sub-Plan and the Xxxxx Xxxxxxx Trust. At the Effective Time, each Company Stock Option assumed by Parent pursuant to this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Plan under which such option was granted and the agreement evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting, except that: (i) such option will be exercisable for that number of whole shares of common stock of Parent, par value $.01 per share (the "PARENT COMMON STOCK"), equal to the product of (A) the number of Shares that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, and rounded down to the nearest whole number of shares of Parent Common Stock; and (ii) the per share exercise price of each such Company Stock Option shall be rolled over at adjusted by dividing (A) the Effective Time by canceling per share exercise price of each 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 Exchange Ratio, and rounding up to the nearest cent. The terms of shares of Company Common Stock that are subject to such each Company Stock Option immediately prior shall, in accordance with its terms, be subject to the Effective Time and for which such Company further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common 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 or subsequent to the Effective Time. The "EXCHANGE RATIO" shall be equal to the quotient of (1) $12.00, divided by (2) the average of the closing prices on the NYSE of a share of Parent Common Stock during the five (5) trading days ending on the date that is two trading days prior to the Closing Date. The parties acknowledge that, with respect to any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("INCENTIVE STOCK OPTIONS" or "ISOS"), on the terms and conditions provided thereinforegoing provisions comply with the requirements of Section 424(a) of the Code.
(b) As soon as practicable following At the date of this AgreementEffective Time, the each outstanding restricted stock unit for Shares (each "COMPANY RESTRICTED STOCK UNIT" and, collectively "COMPANY RESTRICTED STOCK UNITS") issued pursuant to any 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 converted as of the Effective Time into restricted stock units for shares of Parent Common Stock in exchange for a cash payment accordance with this Section 1.10. At the Effective Time, each Company Restricted Stock Unit assumed by Parent pursuant to this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company of an amount equal to (i) (A) if the holder of Plan under which such Company RSU is a Principal Restricted Stock Unit was issued and the agreement evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting, except that upon vesting the 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 Restricted Stock Unit shall result in that number of shares of Parent Company Stock equal to the product of the number of Shares that remained issuable upon vesting of the Company Restricted Stock Unit immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock. The terms of each Company Restricted Stock Unit shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock that are subject to such Company RSU for which such Company RSU shall not theretofore have been settledon or after the Effective Time.
(c) All amounts payable As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options and Company Restricted Stock Units appropriate notices setting forth such holders' rights pursuant to the Company Plans and that the agreements evidencing the grants of such options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 shall be subject to any required withholding of Taxes (with amounts so withheld and paid over 1.10 after giving effect 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 interestMerger).
(d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Plan shall terminate as of Options and Company Restricted Stock Units assumed in accordance with this Section 1.10. No later than five business days after the Effective Time, and Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the provisions in shares of Parent Common Stock subject to any other Company Benefit Plan providing for the issuanceStock Options or Company Restricted Stock Units held by persons who are directors, transfer officers or grant of any capital stock of employees of, or consultants to, the Company or any interest in respect Subsidiary and shall use all commercially reasonable efforts to maintain the effectiveness of any capital stock such registration statement or registration statements (and maintain the current status of the Company shall be deleted prospectus or prospectuses contained therein) for so long as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option such options or Company RSU or any Participant shall have any right thereunder to acquire any capital restricted stock of the Company or the Surviving Corporation or any other equity interest thereinunits remain outstanding.
(e) In At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Plans to give effect to the foregoing provisions of this Agreement:Section 1.10.
Appears in 2 contracts
Samples: Merger Agreement (Cadence Design Systems Inc), Merger Agreement (Cadence Design Systems Inc)
Stock Options and Restricted Stock Units. (a) As soon as practicable following the date of this Agreement, the Company Board of Directors of UNUM (or, if appropriate, any committee administering the Company UNUM Stock PlanPlans) shall adopt such resolutions or take such other actions as are may be required to effect the following:
(i) adjust the terms of each all outstanding Company UNUM Stock OptionOptions granted under the UNUM Stock Plans, whether vested or unvested, as necessary to provide that each such Company Stock Option shall be rolled over that, at the Effective Time by canceling Time, each such Company UNUM 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 outstanding immediately prior to the Effective Time shall be amended and converted, subject to the prior effectiveness of the Reverse Stock Split, into an option to acquire one share of Surviving Corporation Common Stock for which each share of UNUM Common Stock subject to such Company UNUM Stock Option shall not theretofore have been exercised. Parent will (each, as so adjusted, an "Adjusted Option"); and
(ii) 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 such other changes to the Effective Time)UNUM Stock Plans as Provident and UNUM may agree are appropriate to give effect to the Merger, on the terms and conditions including as provided thereinin Section 5.07.
(b) As soon as practicable following the date of this Agreement, the Company Board of Directors of Provident (or, if appropriate, any committee administering the Company Provident Stock PlanPlans) shall adopt such resolutions or take such other actions as are may be required to adjust effect the terms of following:
(i) all outstanding Company RSUs heretofore Provident Stock Options granted under the Company Provident Stock PlanPlans, whether vested or unvested, shall be adjusted in accordance with their terms to provide that at the effectiveness of the Reverse Stock Split each such Company RSU Provident Stock Option outstanding immediately prior to the effectiveness of the Reverse Stock Split shall be canceled at the Effective Time in exchange for converted into an option to acquire 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 Provident Common Stock giving effect to the Reverse Stock Split at an exercise price that is correspondingly adjusted; and
(ii) make such other changes to the Provident Stock Plans as Provident and UNUM may agree are subject appropriate to such Company RSU for which such Company RSU shall not theretofore have been settledgive effect to the Merger, including as provided in Section 5.07.
(c) All amounts payable As soon as practicable after the Effective Time, the Surviving Corporation shall deliver to the holders of UNUM Stock Options appropriate notices setting forth such holders' rights pursuant to the respective UNUM Stock Plans and the agreements evidencing the grants of such UNUM Stock Options and that such UNUM Stock Options and agreements shall be assumed by the Surviving Corporation and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 shall be subject to any required withholding of Taxes (with amounts so withheld and paid over 5.06 after giving effect 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 interestMerger).
(d) The Company Stock Plan shall terminate as A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to the Effective TimeSurviving Corporation, together with the consideration therefor and the provisions Federal withholding tax information, if any, required in any other Company Benefit Plan providing for accordance with the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company related UNUM Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereinPlan.
(e) In Except as otherwise contemplated by this Agreement:Section 5.06 and except to the extent required under the respective terms of the UNUM Stock Options, all restrictions or limitations on transfer and vesting with respect to the UNUM Stock Options awarded under the UNUM Stock Plans or any other plan, program or arrangement of UNUM or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by the Surviving Corporation as set forth above.
Appears in 2 contracts
Samples: Merger Agreement (Provident Companies Inc /De/), Merger Agreement (Unum Corp)
Stock Options and Restricted Stock Units. (a) As soon as practicable following the date of this Agreement, the Company Board of Directors of MS (or, if appropriate, any committee administering the Company MS Stock PlanPlans) shall adopt such resolutions or take such other actions as are may be required to effect the following:
(i) adjust the terms of each all outstanding Company MS Employee Stock OptionOptions granted under MS Stock Plans, whether vested or unvested, as necessary to provide that each such Company Stock Option shall be rolled over that, at the Effective Time, each MS Employee Stock Option outstanding immediately prior to the Effective Time by canceling shall be amended and converted into an option to acquire, on the same terms and conditions as were applicable under such Company MS Employee Stock Option, including vesting, the same number of shares of DWD Common Stock as the holder of such MS Employee Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such MS Employee Stock Option in exchange for full immediately prior to the Effective Time, at a cash payment by the Company price per share of an amount DWD Common Stock equal to (A) the excess, if any, of (1) the Common Merger Consideration over (2) the aggregate exercise price per share for the shares of Company MS Common Stock subject otherwise purchasable pursuant to such Company MS Employee Stock Option (adjusted to reflect the TM Distribution), multiplied divided by (B) the aggregate number of shares of Company DWD Common Stock that are subject deemed purchasable pursuant to such Company MS Employee Stock Option (each, as so adjusted, an "Adjusted Option");
(ii) adjust the terms of each restricted stock unit outstanding under the MS 1988 EICP or the MS 1995 EICP, whether or not vested, to cause it to be converted into a stock unit (a "Substitute Unit") that will entitle the holder thereof to receive, and will represent an obligation of DWD to deliver to such holder, upon the same terms and conditions as those applicable to such restricted stock unit immediately prior to the Effective Time Time, the Merger Consideration. Any Substitute Units resulting from the adjustments provided for in the preceding sentence which have identical terms as to vesting and for settlement and which would entitle the holder to receive upon settlement a fractional share of DWD Common Stock shall be aggregated, and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu thereof, an amount in cash determined by multiplying the closing sale price of the DWD Common Stock as reported on the NYSE Composite Transaction Tape (as reported in The Wall Street Journal or, if not reported thereby, any other authoritative source) on the Closing Date by the fraction of a share of DWD Common Stock to which such Company Stock Option shall not theretofore holder would otherwise have been exercised. Parent will entitled; and
(iii) 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 such other changes to the Effective Time)MS Stock Plans as MS and DWD may agree are appropriate to give effect to the Merger, on the terms and conditions including as provided thereinin Section 5.07.
(b) As soon as practicable following after the date Effective Time, DWD shall deliver to the holders of this Agreement, MS Employee Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Board (or, if appropriate, any committee administering respective MS Stock Plans and the Company agreements evidencing the grants of such MS Employee Stock Plan) shall adopt Options and that such resolutions or take such other actions as are required to adjust the terms of all outstanding Company RSUs heretofore granted under the Company MS Employee Stock Plan, whether vested or unvested, to provide that each such Company RSU Options and agreements shall be canceled at assumed by DWD and shall continue in effect on the Effective Time in exchange for a cash payment by the Company of an amount equal to same terms and conditions (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 settledthe adjustments required by this Section 5.06 after giving effect to the Merger).
(c) All amounts payable pursuant A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to this Section 6.04 shall be subject to any DWD, together with the consideration therefor and the federal withholding tax information, if any, required withholding of Taxes (in accordance 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 interestrelated MS Stock Plan.
(d) The Company Stock Plan shall terminate Except as otherwise contemplated by this Section 5.06 and except to the extent required under the respective terms of the Effective TimeMS Employee Stock Options, all restrictions or limitations on transfer and vesting with respect to MS Employee Stock Options awarded under the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company MS Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation Plans or any other equity interest thereinplan, program or arrangement of MS or any of its subsidiaries, to the extent that such restrictions or limitations shall not have already lapsed, shall remain in full force and effect with respect to such options after giving effect to the Merger and the assumption by DWD as set forth above.
(e) In this Agreement:
Appears in 2 contracts
Samples: Merger Agreement (Dean Witter Discover & Co), Merger Agreement (Morgan Stanley Group Inc /De/)
Stock Options and Restricted Stock Units. On the Commencement Date, or as soon thereafter as the Compensation Committee of the Board shall approve, the Compensation Committee will grant the Executive (ai) As a stock option under the Company’s 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the “2004 Plan”) to purchase 20,000 shares of Company stock, (ii) a stock option to purchase 100,000 shares of Company stock (of which stock options to purchase 80,000 shares shall be granted under the 2004 Plan and stock options to purchase 20,000 shares shall be granted outside of the 2004 Plan), and (iii) 85,000 shares of Company restricted stock under the 2004 Plan. The stock options described in clause (i) of the preceding sentence shall become fully exercisable on the six month anniversary of the Commencement Date and shall expire on the tenth anniversary of the Commencement Date subject to earlier expiration as set forth herein or in the grant agreement; the stock options described in clause (ii) of the preceding sentence shall become exercisable and nonforfeitable at the rate of 20% per year on each of the first five anniversaries of the Commencement Date and shall expire on the tenth anniversary of the Commencement Date subject to earlier expiration as set forth herein or in the grant, and the restricted stock grants described in clause (iii) of the preceding sentence shall become vested at the rate of 25% per year on each of the first four anniversaries of the Commencement Date. In addition, as soon as practicable following in 2008, the Compensation Committee will grant the Executive a stock option under the 2004 Plan to purchase 100,000 shares of Company stock which shall become exercisable and nonforfeitable at the rate of 20% per year on each of the first five anniversaries of the Commencement Date and which shall expire on the tenth anniversary of the Commencement Date subject to earlier expiration as set forth herein or in the grant agreement. The stock option and restricted stock grants shall be evidenced by stock option agreements and a restricted stock award agreement in the forms attached hereto. The exercise price of each stock option shall be the closing price of the Company stock on the New York Stock Exchange on 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 grant. Additional stock option grants will be rolled over at the Effective Time by canceling such Company Stock Option in exchange for a cash payment considered by the Company Compensation Committee of an amount equal to (A) the excessBoard annually, if anyin its discretion, 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 which shall give consideration to the Effective Time Company’s sales and for which such Company Stock Option shall not theretofore have been exercised. Parent will make available options on its common stock to employees EBITDA targets in determining the amount 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 thereinoption grant.
(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 Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein.
(e) In this Agreement:
Appears in 1 contract
Stock Options and Restricted Stock Units. (a) As soon as practicable following the date of this Agreement, the Board of Directors of the Company Board (or, if appropriate, any committee administering the Company Stock PlanPlans) shall adopt such resolutions or take such other actions as are may be required to adjust the terms of each outstanding Company Stock Option, whether vested or unvested, to provide so that each such Company Stock Option shall be rolled over at the Effective Time by canceling such each then outstanding Company Stock Option in exchange for a cash payment by to purchase or acquire shares of Company Common Stock under the Company of an amount equal Stock Plans, whether or not then exercisable or vested, shall be canceled and shall represent the right to (A) receive the excess, if any, of (1) the Common Merger Consideration over (2) the exercise price per following consideration in settlement thereof: for each share of Company Common Stock subject to such Company Stock Option Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, an amount (adjusted to reflect the TM Distribution), multiplied by (B) the number of shares of Company Common Stock that are subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Company Stock Option immediately prior (or, in the case of the Stock Purchase Plan, the difference between the Merger Consideration and the unpaid portion, if any, of the per share subscription price) to the Effective Time and for which extent such Company Stock difference is a positive number (such amount in cash as described above being hereinafter referred to as the "Option shall not theretofore have been exercised. Parent will make available options on its common stock Consideration"); provided, however, that with respect to employees of the Company set forth on any person subject to Section 6.04(a16(a) of the Parent Disclosure Letter (Exchange Act, any such Option Consideration shall not be payable until the first day payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as it may be supplemented by Parent prior to the Effective Time), on the terms and conditions provided thereinsoon as practicable thereafter.
(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 Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder surrender of a Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Company RSU Stock Option. Prior to the Effective Time, the Company shall take all action necessary (including causing the Board of Directors of the Company (or any Participant committees thereof) to take such actions as are allowed by the Company Stock Option Plans) to ensure that, following the Effective Time, no participant in any Company Stock Plan shall have any right thereunder to acquire any capital stock equity securities of the Company or Company, the Surviving Corporation or any other equity interest thereinsubsidiary thereof.
(ec) In Upon the Effective Time, the parties hereto agree that the Surviving Corporation shall pay to each holder of a Company Stock Option the Option Consideration in respect thereof. No interest shall be paid or accrued on the Option Consideration. Until settled in accordance with the provisions of this Agreement:Section 5.04(c), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration.
Appears in 1 contract
Stock Options and Restricted Stock Units. (a) As soon as practicable following Subject to the date Executive’s compliance with Section 2(b) of this Agreement, Stock Options (other than the Company Board Extension Options) held by the Executive (or, if appropriate, any committee administering the Company “Options”) and Restricted Stock PlanUnits (“RSUs”) shall adopt such resolutions or take such other actions as are required continue 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 vest during and subsequent 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 period of the Executive’s part-time employment. The Company set forth on Section 6.04(a) acknowledges that the Executive has achieved retirement status and all existing Options shall continue to vest according to their terms regardless of the Parent Disclosure Letter (as it may be supplemented by Parent prior to the Effective Time), on the terms and conditions provided thereinExecutive’s status under this Agreement.
(b) As soon as practicable following Executive shall be permitted to exercise vested Options and/or sell the date of shares underlying those Options. Notwithstanding anything contained in this Agreement, Agreement to the Company Board (orcontrary, if appropriateExecutive engages in any activity prohibited by Section 3 below (collectively, any committee administering “Prohibited Conduct”) during the Company Stock Plan) shall adopt such resolutions or take such other actions Non-Compete Period (as are required to adjust the terms of all outstanding Company RSUs heretofore granted under the Company Stock Plandefined below), 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 then (i) (A) if Executive’s unexercised stock options and RSUs shall be forfeited automatically on the holder of date on which Executive first engaged in such Company RSU is a Principal Company StockholderProhibited Conduct, $2.57 or (B) if the holder of such Company RSU is not a Principal Company Stockholder, the Common Merger Consideration multiplied by and (ii) Executive shall pay to the number Company in cash any Financial Gain (as defined in the applicable Option or RSU grant agreement) Executive realized from exercising all or a portion of shares of Company Common Stock that are subject to Executive’s stock options or RSUs within the six (6) month period immediately preceding such Company RSU for which such Company RSU shall not theretofore have been settledProhibited Conduct.
(c) All amounts payable pursuant to this Section 6.04 The Executive agrees that after the Transition Date and until the Termination Date, he will not engage in any “stock swap” exercises of Coach stock options, and that if he does so the Company shall be subject permitted to cancel 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 interestrestoration stock options he receives in such transactions.
(d) The Company Stock In the event of any conflict between (i) the Option Plan shall terminate as of the Effective Timeand/or any grant agreement relating to any Option or (ii) and RSU grant agreement, on one hand, and this Agreement, on the provisions in any other Company Benefit Plan providing for the issuancehand, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company this Agreement shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereincontrol.
(e) In Provided the Executive is not in material breach of this Agreement:, he shall receive (i) the full benefit of RSUs vesting prior to the Termination Date and (ii) the pro rata benefit as of the Termination Date of any RSUs vesting after the Termination Date, which shall be distributed on the date such RSUs would have otherwise been issued to the Executive pursuant to the terms of the applicable RSU grant agreement.
Appears in 1 contract
Stock Options and Restricted Stock Units. (ai) As of the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Date shall be accelerated in full so that it becomes fully vested as of the Effective Time and shall without any action on the part of any holder of any Company Stock Option (an “Optionholder”) be canceled and converted into the right to receive as soon as reasonably 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 (without interest) with respect thereto equal to the product of (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 and (B) the number of shares of Company Common Stock that are subject to issuable upon exercise of such Company Stock Option (collectively, the “Option Consideration”). (For the avoidance of doubt, each Company Stock Option with an exercise price at or above the Merger Consideration shall be canceled without any right to receive any consideration therefor.) The Option Consideration shall be reduced by any withholding or other Taxes that may be due as a result of the transactions contemplated by this Section 2.01.
(ii) As of the Effective Time, each restricted stock unit (each, a “Company Restricted Stock Unit”) granted and then outstanding under the Company Stock Plans shall, without any action on the part of the holder of any Company Restricted Stock Unit (a “Restricted Stock Unitholder”), be converted into the right to receive, as soon as reasonably practicable following the Effective Time, a cash payment (without interest) with respect thereto equal to the Merger Consideration that the holder would have been entitled to receive had such Company Restricted Stock Unit vested in full and settled immediately prior to the Effective Time (the “Restricted Stock Unit Consideration”), less any applicable withholding Taxes, and for which such Company Stock Option shall not theretofore have been exercised. Parent when so converted will make available options on its common stock be automatically cancelled and will cease to employees exist.
(iii) The Board of Directors of the Company set forth on Section 6.04(a(the “Company Board”) or compensation committee of the Parent Disclosure Letter (as it may Company Board shall make such amendments and adjustments to, make such determinations with respect to, and cause to 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 Agreementtaken such actions with respect to, the Company Board (or, if appropriate, any committee administering the Stock Options and Company Restricted Stock Plan) shall adopt such resolutions or take such other actions Units as are required necessary and legally permissible to adjust implement the terms provisions 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 interest2.01(d).
(d) The Company Stock Plan shall terminate as of the Effective Time, and the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein.
(e) In this Agreement:
Appears in 1 contract
Samples: Merger Agreement (NightHawk Radiology Holdings Inc)
Stock Options and Restricted Stock Units. (a) As soon as practicable following At the date of this AgreementEffective Time, 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 vested Company Stock Option, whether vested or unvestednot exercisable, to provide that each such Company Stock Option shall be rolled over at canceled and converted into the Effective Time by canceling such Company Stock Option in exchange for a cash payment by the Company of right to receive an amount (subject to any applicable withholding Tax) in cash equal to the product of (Ai) the excess, if any, of (1) the Common Merger Consideration over (2) the applicable exercise price per share Share of such Company Common Stock Option multiplied by (ii) the total number of Shares subject to such Company Stock Option (adjusted to reflect the TM Distribution)it being understood that, multiplied by (B) the number of shares of Company Common Stock that are subject to such each unexercised Company Stock Option immediately prior with an exercise price equal to or greater than 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 Merger Consideration shall be canceled at the Effective Time in exchange for a cash payment by without consideration therefor).
(b) At the Effective Time, each unvested Company of Stock Option shall be canceled and converted into the right to receive an amount (subject to any applicable withholding Tax) in cash, without interest, equal to the product of (i) (A) the excess, if any, of the holder Merger Consideration over the applicable exercise price per Share 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 Stock Option multiplied by (ii) the total number of shares of Company Common Stock that are Shares subject to such Company RSU for which Stock Option (the “Unvested Option Consideration”); provided, that such Company RSU per share Unvested Option Consideration shall not theretofore have been settledbe paid at the Effective Time but shall instead be subject to the holder remaining continuously employed with the Merger Subsidiary (or an affiliate thereof) and satisfaction of the original vesting conditions applicable to the underlying unvested Company Stock Option in accordance with its terms. On the first regular payroll date following the month in which the vesting conditions underlying any Unvested Option Consideration are satisfied, Parent shall cause the Merger Subsidiary (or an affiliate thereof) to pay the per share Unvested Option Consideration (subject to any applicable withholding Tax) to such holders who had satisfied the applicable vesting conditions as of the applicable vesting date.
(c) All amounts payable pursuant to this Section 6.04 At the Effective Time, each vested Company RSU shall be subject to any required withholding of Taxes (with amounts so withheld canceled, and paid over the Company shall, to the appropriate taxing authority being treated for all purposes extent permissible under Section 409A of this Agreement as having been paid the Code, pay the holder of any such award at or promptly after the Effective Time an amount in cash equal to the applicable holders) product of the Merger Consideration and shall be paid without interestthe number of Shares represented by such award.
(d) The Company Stock Plan shall terminate as of At the Effective Time, each unvested Company RSU shall be canceled and converted into the right to receive an amount (subject to applicable withholding Tax) in cash, without interest, equal to the product of the Merger Consideration and the provisions in any other Company Benefit Plan providing for number of Shares represented by such award (the issuance“Unvested RSU Consideration”); provided, transfer or grant of any capital stock that such per share Unvested RSU Consideration shall not be paid at the Effective Time but shall instead be subject to the holder remaining continuously employed with the Merger Subsidiary and satisfaction of the original vesting conditions applicable to the underlying unvested Company or RSU in accordance with its terms. On the first regular payroll date following the month in which the vesting conditions underlying any interest in respect of Unvested RSU Consideration are satisfied, Parent shall cause the Merger Subsidiary to pay the per share Unvested RSU Consideration (subject to any capital stock of applicable withholding Tax) to such holders who had satisfied the Company shall be deleted applicable vesting conditions as of the Effective Time, and applicable vesting date (even if the Company shall ensure that following the Effective Time no holder of a Company Stock Option holder’s employment or Company RSU or any Participant shall have any right thereunder service terminates prior to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereinpayment).
(e) In Prior to the Effective Time, the Company shall take all actions as are reasonably necessary to (i) effectuate the treatment of Company Stock Options and Company RSUs set forth in this Agreement:Section 3.05, including obtaining consents from award holders and making any amendments to the terms of the applicable Company Stock Plan and award agreement governing such Company Stock Options and Company RSUs, in accordance with Applicable Law and the terms of such applicable Company Stock Plan and award agreement and (ii) terminate, effective as of immediately prior to the Effective Time, the applicable Company Stock Plan.
Appears in 1 contract
Samples: Merger Agreement (Roche Holding LTD)
Stock Options and Restricted Stock Units. During your employment you were granted options to purchase a total of 378,750 shares of the Company’s common stock (acollectively, the “Options”) As soon and one grant of restricted stock units with respect to a total of 11,779 shares of the Company’s common stock as practicable set forth on attached Exhibit B (collectively, the “RSUs”), pursuant to the Company’s 2004 Stock Incentive Plan and the 2014 Equity Incentive Plan (collectively the “Plans”) and stock option agreements, restricted stock unit agreements and any other documents between you and the Company setting forth the terms of the Options and the RSUs (the “Equity Award Documents”). If you timely return and do not revoke this fully signed Agreement to the Company, then:
a. an additional 50% of the unvested shares subject to the Options that would otherwise not be vested as of the Separation Date will be treated as vested and exercisable as of the Separation Date as shown on Exhibit B, such that an aggregate of 315,304 shares subject to the Options will be treated as vested and exercisable as of the Separation Date; and
b. the remaining unvested shares subject to the Options and the unvested RSUs as set forth on Exhibit B will continue to be eligible to vest following the date Separation Date during the term of the Consulting Agreement in accordance with their terms, provided you timely execute the Consulting Agreement no later than the Separation Date, in accordance with the vesting schedules applicable to such Options as long as you remain in continuous service (as defined in the 2014 Plan) with the Company as a consultant pursuant to the terms of the Consulting Agreement. For the avoidance of doubt, the vesting of the unvested shares subject to the RSUs will not be accelerated and none of such shares will be treated as vested as of the Separation Date. Except as provided in this Agreement, all terms, conditions and limitations applicable to the Options and RSUs will remain in full force and effect pursuant to the applicable Plan and Equity Award Documents; provided however, you acknowledge that this Section 5 sets forth the full agreement between the parties as to the treatment of your Options and RSUs as of the Separation Date and that you are not entitled to any other options to purchase shares of the Company’s common stock or restricted stock units with respect to shares of the Company’s common stock. The Company makes no representations or guarantees regarding the status of your Options as incentive stock options (ISOs). You understand and agree that to the extent any Options granted as ISOs (i) are subject to accelerated vesting and become vested as of the Xxxxxx Xxxxxxxx October 18, 2018 Page 4 of 10 Separation Date or (ii) are exercised with respect to any vested shares later than the date that is three (3) months following the Separation Date, your Options may be treated as NSOs for federal tax purposes, and you will be obligated to satisfy your tax obligations that arise when you exercise the Options. No shares of the Company’s common stock will be issued to you in respect of (i) your exercise of any Options granted as ISOs that are no longer eligible to qualify as ISOs, (ii) your exercise of any Options granted as ISOs after the date that is three (3) months following the Separation Date, (iii) your exercise of any Options granted as NSOs, or (iv) the settlement of vested RSUs, in each case unless and until you satisfy the applicable tax obligations. You acknowledge that 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 is not providing tax advice to adjust the terms of each outstanding Company Stock Option, whether vested or unvested, to provide you and 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 you have been advised by the Company of an amount equal to (A) the excess, if any, of (1) the Common Merger Consideration over (2) seek independent tax advice with respect to 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) Options and settlement of the Parent Disclosure Letter (as it may be supplemented by Parent prior to the Effective Time), on the terms and conditions provided thereinRSUs.
(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 Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein.
(e) In this Agreement:
Appears in 1 contract
Samples: Separation and Consulting Agreement (Cara Therapeutics, Inc.)
Stock Options and Restricted Stock Units. (a) As soon The Parties agree that pursuant to the Equity Agreements and the Stock Plans, the option vesting schedule set forth in Appendix B hereto is true and correct. For clarity, Options and RSU’s that have vested as practicable following of 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 hereof are required to adjust the terms of each outstanding Company Stock Option, whether fully 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 and not subject to such Company any other conditions beyond those stated in the applicable 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 thereinPlans and/or Equity Agreements.
(b) As soon The Parties agree that, for purposes of determining the number of Options and/or RSU’s that have vested as practicable following of the end of the Consulting Term pursuant to the terms of the Equity Agreements and the Stock Plans, Employee shall be deemed to be a “Consultant” (as defined in the Stock Plans) and shall continue to vest in accordance with the terms of the Stock Plan and the Stock Agreements during the Consulting Term. Notwithstanding anything to the contrary in the Equity Agreements or the Stock Plans, the Options shall cease any further vesting upon the earliest to occur of (a) the end of the Consulting Term or such earlier date on which the Consulting Services are terminated by either party hereto (subject to Section 2 above) and (b) such earlier date on which Employee’s employment is terminated for Cause or due to Employee’s resignation in accordance with the terms of the Employment Agreement, provided, that upon (x) the termination of Employee’s employment with the Company prior to March 31, 2013 by the Company without “Cause” (as defined in the Employment Agreement) or (y) the termination of the Consulting Services prior to September 30, 2013 by the Company for any reason other than Cause (in each case, a “Qualifying Termination”), the Options shall vest as to that number of shares subject thereto that would have vested had Employee remained employed by the Company through March 31, 2013 and remained as a Consultant of the Company through September 30, 2013. In addition, notwithstanding anything in the Equity Agreements or the Stock Plans to the contrary, any Options that are vested as of the end of the Consulting Term (or the date of this Agreement, the Company Board (orany Qualifying Termination, if appropriate, any committee administering the Company Stock Planapplicable) shall adopt such resolutions remain exercisable for the period of ninety (90) days immediately following the end of the Consulting Term (or take such other actions as are required the date of any earlier Qualifying Termination, if applicable). The Options shall otherwise continue 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 all other terms 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 Company Benefit Plan providing for the issuanceStock Agreements, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereinapplicable.
(e) In this Agreement:
Appears in 1 contract
Samples: Separation and Consulting Agreement (Servicesource International, Inc.)
Stock Options and Restricted Stock Units. (ai) As soon All outstanding and unvested stock options shall immediately vest and shall remain exercisable for a period of twelve (12) months after any blackout period in effect on the Separation Date or the last day of the option term, whichever occurs first. The blackout period based upon the quarterly earnings release was in effect from the Separation Date through July 31, 2015. All outstanding and vested stock options shall remain exercisable for such period as practicable following provided under the date applicable award agreement but in no event later than the last day of this Agreementthe option term. Additionally, from time to time, 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 may declare “blackout” periods with respect 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 designated employees of the Company set forth on Section 6.04(a) during which such employees are prohibited from engaging in certain transactions in Company securities. The scheduled expiration date of stock options pursuant to this subsection shall automatically, and without further notice to the option holder, be extended by one business day for each business day of the Parent Disclosure Letter (as it may be supplemented by Parent prior blackout period applied to the Effective Time)option holder, on but in no case longer than the terms and conditions provided thereinoption term. Company shall notify the Executive, in writing, of any “blackout period” which would result in the extension of the expiration date of the options which, in no event, shall the extension be later than the last day of the option term.
(bii) As soon All restrictions on any unvested shares of restricted stock and unvested restricted stock units shall immediately lapse, with such shares and units becoming nonforfeitable on a pro rata basis, as practicable following determined under this Section 3(c). The pro rata award shall equal the date product of this Agreement(x) and (y), where (x) is the number of restricted stock shares or units subject to the award, and (y) is a fraction, the Company Board (or, if appropriate, any committee administering numerator of which is the number of calendar months that Executive was employed by the Company Stock Planduring the restriction period (with any partial months counting as a full month for this purpose) shall adopt such resolutions or take such other actions as are required to adjust and the denominator of which is the number of months in the restriction period. The timing of the delivery of any shares on account of the vesting of any restricted share units will be determined under the terms of all outstanding Company RSUs heretofore granted under the Company Stock Company’s 1991 Equity and Performance Incentive Plan (as most recently amended and/or restated, the “1991 Plan”) and the award agreements thereunder. Exhibit A contains the calculation of pro-rated restricted stock or restricted units based on the formula above. If there is any discrepancy between the calculations on Exhibit A and the formula above, whether vested or unvested, to provide that each such Company RSU the calculations based on the formula above 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 settledused.
(ciii) 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 Executive hereby agrees that the appropriate taxing authority being treated for all purposes of payments made under this Agreement as having been paid constitute full and adequate consideration for any changes in rights, including without limitation with respect to all awards granted to him under the applicable holders) 1991 Plan and shall be paid without interest.
(d) The Company Stock Plan shall terminate as of the Effective Time, and the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereinplan.
(e) In this Agreement:
Appears in 1 contract
Samples: Separation Agreement (Diebold Inc)
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 2.40 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 Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option or Company RSU or any Participant shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein.
(e) In this Agreement:
Appears in 1 contract
Samples: Merger Agreement (Metaldyne Corp)
Stock Options and Restricted Stock Units. (a) As soon as practicable following At the date of this AgreementEffective Time, 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 vested Company Stock Option, whether vested or unvestednot exercisable, to provide that each such Company Stock Option shall be rolled over at canceled and converted into the Effective Time by canceling such Company Stock Option in exchange for a cash payment by the Company of right to receive an amount (subject to any applicable withholding Tax) in cash equal to the product of (Ai) the excess, if any, of (1) the Common Merger Consideration over (2) the applicable exercise price per share Share of such Company Common Stock Option multiplied by (ii) the total number of Shares subject to such Company Stock Option (adjusted to reflect the TM Distribution)it being understood that, multiplied by (B) the number of shares of Company Common Stock that are subject to such each unexercised Company Stock Option immediately prior with an exercise price equal to or greater than 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 Merger Consideration shall be canceled at the Effective Time in exchange for a cash payment by without consideration therefor).
(b) At the Effective Time, each unvested Company of Stock Option shall be canceled and converted into the right to receive an amount (subject to any applicable withholding Tax) in cash, without interest, equal to the product of (i) (A) the excess, if any, of the holder Merger Consideration over the applicable exercise price per Share 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 Stock Option multiplied by (ii) the total number of shares of Company Common Stock that are Shares subject to such Company RSU for which Stock Option (the “Unvested Option Consideration”); provided, that such Company RSU per share Unvested Option Consideration shall not theretofore have been settledbe paid at the Effective Time but shall instead be subject to the holder remaining continuously employed with the Merger Subsidiary (or an affiliate thereof) and satisfaction of the original vesting conditions applicable to the underlying unvested Company Stock Option in accordance with its terms. On the first regular payroll date following the month in which the vesting conditions underlying any Unvested Option Consideration are satisfied, Parent shall cause the Merger Subsidiary (or an affiliate thereof) to pay the per share Unvested Option Consideration (subject to any applicable withholding Tax) to such holders who had satisfied the applicable vesting conditions as of the applicable vesting date.
(c) All amounts payable pursuant to this Section 6.04 At the Effective Time, each vested Company RSU shall be subject to any required withholding of Taxes (with amounts so withheld canceled, and paid over the Company shall, to the appropriate taxing authority being treated for all purposes extent permissible under Section 409A of this Agreement as having been paid the Code, pay the holder of any such award at or promptly after the Effective Time an amount in cash equal to the applicable holders) product of the Merger Consideration and shall be paid without interestthe number of Shares represented by such award.
(d) The Company Stock Plan shall terminate as of At the Effective Time, each unvested Company RSU shall be canceled and converted into the right to receive an amount (subject to applicable withholding Tax) in cash, without interest, equal to the product of the Merger Consideration and the provisions in any other Company Benefit Plan providing for number of Shares represented by such award (the issuance“Unvested RSU Consideration”); provided, transfer or grant of any capital stock that such per share Unvested RSU Consideration shall not be paid at the Effective Time but shall instead be subject to the holder remaining continuously employed with the Merger Subsidiary and satisfaction of the original vesting conditions applicable to the underlying unvested Company or RSU in accordance with its terms. On the first regular payroll date following the month in which the vesting conditions underlying any interest in respect of Unvested RSU Consideration are satisfied, Parent shall cause the Merger Subsidiary to pay the per share Unvested RSU Consideration (subject to any capital stock of applicable withholding Tax) to such holders who had satisfied the Company shall be deleted applicable vesting conditions as of the Effective Time, and applicable vesting date (even if the Company shall ensure that following the Effective Time no holder of a Company Stock Option holder’s employment or Company RSU or any Participant shall have any right thereunder service terminates prior to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest thereinpayment).
(e) In Prior to the Effective Time, the Company shall take all actions as are reasonably necessary to (i) effectuate the treatment of Company Stock Options and Company RSUs set forth in this Agreement:Section 3.05, including obtaining consents from award holders and making any amendments to the terms of the applicable Company Stock Plan and award agreement governing such Company Stock Options and Company RSUs, in accordance with Applicable Law and the terms of such applicable Company Stock Plan and award agreement and (ii) terminate, effective as of immediately prior to the Effective Time, the applicable Company Stock Plan.
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Stock Options and Restricted Stock Units. (a) As soon At the Effective Time, except as practicable following the date of this Agreementset forth below with respect to Sub-Plan Options, 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 option to purchase Shares (each “Company Stock Option” and, collectively, “Company Stock Options”) issued pursuant to the Company’s Amended and Restated Verisity Ltd. 2000 U.S. Share Incentive Plan, Verisity Ltd. 1999 Israeli Share Option Plan, Verisity Ltd. 1999 Share Incentive Plan, the Verisity Ltd. 0000 Xxxxxx Share and Stock Option Incentive Plan (but not including the Sub-Plan for the Issuance of Options to the Company’s Employees), 1996 U.S. Stock Option Plan (as amended on October 28, 1999), Verisity Ltd. 0000 Xxxxxxx Share Option Plan and Amended and Restated Axis Systems Inc. 1997 Stock Plan or other agreement or arrangement, whether vested or unvested, shall be converted as of the Effective Time into options to provide purchase shares of Parent Common Stock in accordance with this Section 1.10. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued are referred to collectively as the “Company Plans”. Notwithstanding the foregoing, subject to any changes made in accordance with Section 4.22, each outstanding Company Stock Option outstanding under the Sub-Plan for the Issuance of Options to the Company’s Employees under the Verisity Ltd. 0000 Xxxxxx Share and Stock Option Incentive Plan (the “Sub-Plan” and such Company Stock Options, the “Sub-Plan Options”) shall not be converted into options to purchase shares of Parent Common Stock, but shall be exercisable for the consideration specified in Sub-Plan and the Xxxxx Xxxxxxx Trust. At the Effective Time, each Company Stock Option assumed by Parent pursuant to this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Plan under which such option was granted and the agreement evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting, except that: (i) such option will be exercisable for that number of whole shares of common stock of Parent, par value $.01 per share (the “Parent Common Stock”), equal to the product of (A) the number of Shares that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, and rounded down to the nearest whole number of shares of Parent Common Stock; and (ii) the per share exercise price of each such Company Stock Option shall be rolled over at adjusted by dividing (A) the Effective Time by canceling per share exercise price of each 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 Exchange Ratio, and rounding up to the nearest cent. The terms of shares of Company Common Stock that are subject to such each Company Stock Option immediately prior shall, in accordance with its terms, be subject to the Effective Time and for which such Company further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common 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 or subsequent to the Effective Time. The “Exchange Ratio” shall be equal to the quotient of (1) $12.00, divided by (2) the average of the closing prices on the NYSE of a share of Parent Common Stock during the five (5) trading days ending on the date that is two trading days prior to the Closing Date. The parties acknowledge that, with respect to any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code (“incentive stock options” or “ISOs”), on the terms and conditions provided thereinforegoing provisions comply with the requirements of Section 424(a) of the Code.
(b) As soon as practicable following At the date of this AgreementEffective Time, the each outstanding restricted stock unit for Shares (each “Company Board (orRestricted Stock Unit” and, if appropriate, collectively “Company Restricted Stock Units”) issued pursuant to 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 converted as of the Effective Time into restricted stock units for shares of Parent Common Stock in exchange for a cash payment accordance with this Section 1.10. At the Effective Time, each Company Restricted Stock Unit assumed by Parent pursuant to this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company of an amount equal to (i) (A) if the holder of Plan under which such Company RSU is a Principal Restricted Stock Unit was issued and the agreement evidencing the grant thereof immediately prior to the Effective Time, including provisions with respect to vesting, except that upon vesting the 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 Restricted Stock Unit shall result in that number of shares of Parent Company Stock equal to the product of the number of Shares that remained issuable upon vesting of the Company Restricted Stock Unit immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share of Parent Common Stock. The terms of each Company Restricted Stock Unit shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock that are subject to such Company RSU for which such Company RSU shall not theretofore have been settledon or after the Effective Time.
(c) All amounts payable As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options and Company Restricted Stock Units appropriate notices setting forth such holders’ rights pursuant to the Company Plans and that the agreements evidencing the grants of such options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.04 shall be subject to any required withholding of Taxes (with amounts so withheld and paid over 1.10 after giving effect 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 interestMerger).
(d) The Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Plan shall terminate as of Options and Company Restricted Stock Units assumed in accordance with this Section 1.10. No later than five business days after the Effective Time, and Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the provisions in shares of Parent Common Stock subject to any other Company Benefit Plan providing for the issuanceStock Options or Company Restricted Stock Units held by persons who are directors, transfer officers or grant of any capital stock of employees of, or consultants to, the Company or any interest in respect Subsidiary and shall use all commercially reasonable efforts to maintain the effectiveness of any capital stock such registration statement or registration statements (and maintain the current status of the Company shall be deleted prospectus or prospectuses contained therein) for so long as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Stock Option such options or Company RSU or any Participant shall have any right thereunder to acquire any capital restricted stock of the Company or the Surviving Corporation or any other equity interest thereinunits remain outstanding.
(e) In At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Plans to give effect to the foregoing provisions of this Agreement:Section 1.10.
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Samples: Merger Agreement (Verisity LTD)
