Stock Options and Stock Awards. As additional compensation for the services to be rendered by the Executive pursuant to this Agreement, the Board of Directors may, in their sole and absolute discretion issue additional shares of Common Stock or Common Stock Options to the Executive in consideration for services rendered pursuant to any type of equity compensation plan then in effect.
Stock Options and Stock Awards. (a) Effective as of the Effective Time, the Company shall take all necessary action to terminate the Company’s 2007 Equity Incentive Plan, 2003 Stock Plan, 2001 Nonstatutory Stock Option Plan, 2000 Nonstatutory Stock Option Plan, 1997 Employee Stock Option Plan, 1997 Non-Employee Stock Option Plan, 1997 Paradise Stock Option Plan and 1997 Sage Stock Plan, each as amended through the date of this Agreement (the “Company Stock Plans”). Neither Parent nor Purchaser nor the Surviving Corporation shall assume any options to purchase Shares (each, a “Company Stock Option”) or restricted stock units (each, a “Company Stock Award”) granted under the Company Stock Option Plans in connection with the Transactions. At the Effective Time, each outstanding Company Stock Option that is unexercised and each outstanding Company Stock Award, whether or not vested or exercisable as of such date, shall be cancelled without any action on the part of the holder thereof. Each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time, whether or not vested or exercisable, and that has an exercise price per Share that is less than the Per Share Amount and each holder of a Company Stock Award that is outstanding at the Effective Time, whether or not vested, shall be entitled (subject to the provisions of this Section 3.07) to be paid by the Surviving Corporation, with respect to each Share subject to the Company Stock Option, an amount in cash equal to the excess, if any, of the Per Share Amount over the applicable per share exercise price of such Company Stock Option, and, with respect to each Share subject to the Company Stock Award, an amount in cash equal to the Per Share Amount. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements.
Stock Options and Stock Awards. (a) The Company shall take all actions (including, but not limited to, obtaining any and all consents from employees to the matters contemplated by this Section 2.10) necessary to provide that all outstanding options and other rights to acquire Shares ("STOCK OPTIONS") granted under any stock option plan, program or similar 4
Stock Options and Stock Awards. All outstanding stock options, restricted stock, stock bonuses or other stock awards shall be governed by the terms of the applicable agreement or plan.
Stock Options and Stock Awards. (1) At or immediately prior to the Effective Time of the Merger, each outstanding stock option to purchase Shares and award of Shares granted under any stock option or compensation plan or arrangement of the Company, whether or not vested or exercisable, shall be canceled, and promptly after the Effective Time of the Merger the Company shall pay (i) each holder of any such option for each such option an amount in cash (net of applicable withholding taxes) determined by multiplying the excess, if any, of $21.25 per Share over the applicable exercise price of such Share under such option by the number of Shares subject to such option (whether or not vested or exercisable), and (ii) each holder of any such award of Shares an amount in cash (net of applicable withholding taxes) determined by multiplying $21.25 times the number of Shares subject to such award (whether or not vested). Notwithstanding the foregoing, the amount of any payment pursuant to this Section 5.4(b) shall be subject to any relevant limit or cap under any employment or change in control agreement between the Company and the applicable individual.
Stock Options and Stock Awards. (i) As of the date hereof, there are no outstanding (A) notes, bonds, indentures, or debt securities of the Company convertible into or exchangeable for shares of Capital Stock of the Company, (B) options, warrants or other agreements or commitments to acquire from the Company, or obligations of the Company to issue, any shares of Capital Stock (or securities convertible into or exchangeable for shares of Capital Stock) of the Company or (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of Capital Stock of the Company (the items in clauses (A), (B) and (C), excluding the outstanding Company Common Stock, are referred to collectively as “Company Common Stock Equivalents”).
Stock Options and Stock Awards. (i) As of the close of business on November 3, 2014, 637,649 shares of Target Common Stock were subject to issuance pursuant to Target Stock Options and 251,750 shares of Target Common Stock were outstanding pursuant to Target Restricted Stock Awards, granted under the Target Stock Plans, and since November 3, 2014 and through the date hereof, no Target Equity Awards have been granted and no additional shares of Target Common Stock have become subject to issuance under the Target Stock Plans. Section 5.02(b)(i) of the Disclosure Schedules sets forth as of the close of business on November 3, 2014 a list of each outstanding Target Equity Award granted under the Target Stock Plans and (A) the name of the holder of such Target Equity Award, (B) the number of shares of Target Common Stock subject to such outstanding Target Equity Award, (C) the exercise price, purchase price or similar pricing of such Target Equity Award, (D) the date on which such Target Equity Award was granted or issued, (E) the applicable vesting schedule, the extent to which such Target Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Target Stock Options, the date on which each such Target Stock Option expires. All shares of Target Common Stock subject to issuance under the Target Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. Except for Target Stock Options and Target Restricted Stock Awards, there are no stock awards and other rights, contingent or accrued, to acquire or receive shares of Target Common Stock or benefits measured by the value of such shares, or award of any kind consisting of shares of Target Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under any Target Stock Plan or otherwise. No Target Stock Options have been granted except for those granted under a Target Stock Plan. No Target Restricted Stock Awards have been granted except for those granted under the Target’s 2006 Stock Incentive Plan (the “Target 2006 Incentive Plan”).
Stock Options and Stock Awards. Pursuant to the terms of the Company's 1996 Equity Incentive Plan ("Plan"), you will be granted the following awards:
Stock Options and Stock Awards. (a) Each option to purchase shares of Company Common Stock (a “Company Stock Option”) granted under the Company Stock Plan, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, without any action on the part of the holder thereof, be converted into an obligation of Parent to pay (or cause to be paid), and a right of the holder of the Company Stock Option to receive, cash in an amount equal to the product of (i) the Parent Average Share Price multiplied by the Exchange Ratio minus the per share exercise price of such Company Stock Option, and (ii) the number of shares of Company Common Stock subject to such Company Stock Option. In the event that the product obtained by such calculation with respect to a Company Stock Option is zero or a negative number, then such Company Stock Option shall, immediately prior to the Effective Time, be cancelled for no consideration. The amount determined in accordance with the foregoing shall be paid to the applicable holder of a Company Stock Option as soon as reasonably practicable following the Effective Time and in no event later than thirty (30) days following the Effective Time.
Stock Options and Stock Awards. Executive will be entitled to participate in the Company's stock option and stock award plans and to receive awards thereunder commensurate with Executive's position, seniority, and performance with the Company.
