Stock Options and SARs. Stock options ("options") and stock appreciation rights ("SARs"), if any, granted to the Executive by PCFC will be exercisable pursuant to the terms of the applicable plans.
Stock Options and SARs. Immediately prior to the Change in Control, all awards of stock options and stock appreciation rights (“SARs”) previously granted to the Executive shall become fully vested and exercisable. The phrase “immediately prior to the Change in Control” shall be understood to mean sufficiently in advance of a Change in Control to permit the Executive to take all steps reasonably necessary to exercise all options and SARs and to deal with the shares of stock underlying the awards of stock options and SARs so that such shares may be treated in the same manner as the shares of stock of other shareholders in connection with the Change in Control.
Stock Options and SARs. Stock options (“options”),stock appreciation rights (“SARs”) and restricted shares, if any, granted to the Executive by BOHC will be exercisable or payable pursuant to the terms of the applicable plans.
Stock Options and SARs. (a) Each option to purchase Shares issued pursuant the Company's Amended and Restated 1997 Stock Awards Plan (such plan, the "Company Stock Option Plan," and each option issued thereunder, a "Company Option") shall become exercisable immediately prior to the Effective Time, as permitted pursuant to the terms and conditions of the Company Stock Option Plan. The Company shall offer to each holder of a Company Option that is outstanding immediately prior to the Effective Time (the "Purchase Date") (whether or not then presently exercisable or vested) to cancel such Company Option in exchange for an amount in cash equal to the product obtained by multiplying (x) the difference between the Merger Consideration and the per share exercise price of such Company Option, and (y) the number of Shares covered by such Company Option. All payments in respect of such Company Options shall be made as promptly as practicable after the Purchase Date, subject to the collection of all applicable withholding taxes required by law to be collected by the Company. Each Company Option, the holder of which does not accept such offer, that remains
Stock Options and SARs. Upon (i) the Executive’s retirement on or after the end of the Term of this Agreement, (ii) the termination of the Executive’s employment during the term of this Agreement by the Company without Cause (as defined below), by the Executive for Good Reason (as defined below), or by reason of the Executive’s death or disability, or (iii) a Change in Control, the Executive’s stock options and stock appreciation rights which have been granted on or after the execution of this Agreement shall remain exercisable for a period of five (5) years following the termination of the Executive’s employment or until the expiration date stated in the Executive’s grant notice for such equity awards, whichever period is shorter, notwithstanding the provisions of the applicable equity award agreements.
Stock Options and SARs. (a) AMSG shall take all action necessary to amend (if necessary), or otherwise provide for adjustments of outstanding awards under the UWS Stock Option Plans, so that each outstanding UWS option awarded to an AMSG Employee, an AMSG Former Employee or an AMSG Director (but not including any AMSG Director who also serves as a Newco/UWS Director) other than Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx"), will be adjusted effective as of the Effective Date by multiplying the number of shares of UWS Common Stock subject to the option by the AMSG Adjustment Factor and dividing the exercise price per share of the option by the AMSG Adjustment Factor. For these purposes, the "AMSG Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of AMSG Common Stock on the day immediately following the Distribution Date. Each outstanding UWS option granted to a Newco/UWS Employee, a Newco/UWS Former Employee, a BCBSUW employee or a Newco/UWS Director other than Xxxxxx X. Xxxxx ("Hefty"), Xxxx X. Xxxxxx ("Xxxxxx") and C. Xxxxxx Xxxxx ("Mordy"), shall be assumed by Newco/UWS under newly established Newco/UWS Stock Option Plans and converted into options to purchase Newco/UWS Stock. Except as provided in this Section 5, the Newco/UWS Stock Option Plans will be substantially similar to the UWS Stock Option Plans and shall not provide any additional benefits. Outstanding UWS Options awarded to Newco/UWS Employees, Newco/UWS Former Employees, BCBSUW employees and Newco/UWS Directors shall be converted into Newco/UWS Options by multiplying the number of shares of UWS Stock subject to the Option by the Newco/UWS Adjustment Factor and dividing the exercise price by the Newco/UWS Adjustment Factor. For these purposes the "Newco/UWS Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of Newco/UWS Common Stock on the day immediately following the Distribution Date. Newco/UWS shall establish a new stock option plan covering both officers and directors. All options issued with respect to Newco/UWS Common Stock shall be issued pursuant to this plan.
Stock Options and SARs. (a) The Company and VRM shall take all ---------------------- action necessary or appropriate (including amending appropriate Company Plans, if required) so that each Company Stock Option held by a VRM Participant or by a non-employee director of the Company that is outstanding as of the Time of Distribution shall be replaced as of the Time of Distribution with a VRM Stock Option with respect to a number of shares of VRM Common Stock equal to the number of shares of Company Common Stock subject to such Company Stock Option immediately before such replacement, multiplied by the Ratio (rounded up to the nearest whole share if necessary), and with a per-share exercise price equal to the per-share exercise price of such Company Stock Option immediately before such replacement, divided by the Ratio (rounded down to the nearest cent). Such VRM Stock Option shall otherwise have the same terms and conditions as the corresponding Company Stock Option, except that references to the Company shall be changed to refer to VRM. Each Company SAR which is held by a VRM Participant which is outstanding of the Time of Distribution shall be replaced as of the Time of Distribution with a number of VRM SARs equal to the number of Company SARs held by the VRM Participant immediately before such replacement, multiplied by the Ratio (rounded up to the nearest whole share if necessary), and with a per-SAR exercise price equal to the per-SAR exercise price of such Company SAR immediately before such replacement, divided by the Ratio (rounded down to the nearest cent); such VRM SAR shall otherwise have the same terms and conditions as the corresponding Company SAR, except that references to the Company shall be changed to refer to VRM.
(b) Effective as of the Time of Distribution, VRM shall assume and be solely responsible for all Liabilities of the Company to or with respect to VRM Employees, VRM Former Employees and non-employee directors of the Company arising out of or relating to Company Stock Options and Company SARs that are outstanding as of the Time of Distribution. VRM shall be solely responsible for all Liabilities arising out of or relating to VRM Stock Options and VRM SARs.
(c) The Company shall take all action necessary or appropriate (including amending appropriate Company Plans, if required) so that the terms of each Company Stock Option or Company SAR held by a Company Participant that is outstanding immediately after the Time of Distribution shall be appropriately a...
Stock Options and SARs. For Awards of Options or SARs, unless the Award Agreement provides otherwise, the exercise period of such Options or SARs shall expire: a. three (3) months after the last day that the Participant is employed by, or provides services to, the Company or its Subsidiaries (provided however, �ha� i� �he e�e�� �f �he Pa��ici�a���� dea�h during this period, those persons entitled to exercise the Option or SAR pursuant to the laws of descent and distribution shall have one (1) year following the date of �he Pa��ici�a���� death within which to exercise such Option or SAR); 17
Stock Options and SARs. On your Official Termination Date, all of your then currently exercisable options and SARs (collectively, "Options") will have their expiration date changed to October 31, 2010. One-third of the Options granted to you in 2007, two-thirds of the Options granted to you in 2008 and all of the Options granted to you in 2009 will not be exercisable on your Official Termination Date and will accordingly be forfeited on that date. The forfeited amounts represent Options with respect to 6,000, 13,334 and 27,000 shares respectively.
Stock Options and SARs. On your Official Termination Date, all of your then currently exercisable options and SARs will have their expiration date changed to June 30, 2009. One-third of the SARs granted to you in 2006 and two-thirds of the SARS granted to you in 2007 will not be exercisable on your Official Termination Date and will accordingly be forfeited on that date. The forfeited amounts represent SARs with respect to 4,000 and 6,667 shares respectively. Mr. Joseph E. Marosits April 2, 2008 Page 3
