Stock Options and Stock Plans. (a) Parent and the Company shall take all actions necessary to provide that at the Effective Time, (i) each Company Option (defined below) surrendered for cash, shall be canceled, and (ii) in consideration of such cancellation, and except to the extent that Parent or Merger Sub and the holder of any such Company Option otherwise agree, the Company shall pay to each such holder of Company Options an amount in cash in respect thereof equal to the product of (1) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (2) the number of Shares subject thereto immediately prior to the Effective Time less applicable withholding taxes. "Company Option" means any option granted, whether or not exercisable (it being understood that all Company Options shall be deemed to be, and shall be treated under this Article II as though, such Company Options were fully vested and fully exercisable immediately prior to the Effective Time), and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any of its subsidiaries or any predecessor thereof to purchase Shares pursuant to the Amended Management Option Plan (1995), the 1996 Stock Option Plan, and the 1997 Directors Stock Option Plan (collectively, the "Option Plans").
Stock Options and Stock Plans. Sellers and Purchaser agree that Purchaser shall not assume the obligations of the Sellers with regard to options to purchase shares of capital stock of any Seller issued or granted pursuant to either the 1994 Stock Option Plan or the Omnibus Securities Plan (the "Company Plan Options").
Stock Options and Stock Plans. (a) The Company shall take all actions necessary to provide that, immediately prior to the Effective Time, (i) each outstanding option to purchase Common Shares (an "Op- tion") granted under the Company's 1989 Stock Incentive Plan or the Company's 1992 Directors Stock Option Plan (col- lectively, the "Option Plans"), whether or not then exercis- able or vested, shall become fully exercisable and vested, (ii) each Option which is then outstanding shall be cancelled and (iii) in consideration of such cancellation, and except to the extent that Parent or the Merger Sub and the holder of any such Option otherwise agree, the Company shall pay to such holders of Options an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Consid- eration over the per share exercise price thereof and (B) the number of Common Shares subject thereto (such payment to be net of applicable withholding taxes).
(b) The Company shall take all actions necessary to provide that, immediately prior to the Effective Time, (i) all Common Shares granted under any Option Plan or under the Company's 1995 Stock Bonus Plan (the "Stock Bonus Plan") (in- cluding without limitation "Premium Shares" under the Stock Bonus Plan), whether or not then vested or subject to re- strictions, shall become fully vested and free of restric- tions and (ii) all "Phantom Shares" under the Stock Bonus Plan shall be cancelled and, in consideration of such cancel- lation, the Company shall pay to the holders of such Phantom Shares the product of the Merger Consideration and the number of Phantom Shares held by such holder.
Stock Options and Stock Plans. Each option (each a “Company Option”) to purchase Shares issued pursuant to the Company’s Amended and Restated 1995 Equity Compensation Plan (the “1995 Plan”) and Amended and Restated 1998 Time Accelerated Restricted Stock Option Plan (the “1998 Plan,” and collectively with the 1995 Plan, the “Option Plans”) shall vest pursuant to its terms on or before the Effective Time. The Company shall take all actions reasonably necessary to provide that, as to those holders of Company Options (each a “Holder”) who so agree at the Effective Time, (i) each Company Option surrendered, shall be cancelled, and (ii) in consideration of such cancellation, the Company shall pay to each such holder of Company Options an amount in cash in respect thereof equal to the product of (1) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (2) the number of Shares subject thereto immediately prior to the Effective Time; provided, however, that with respect to those Holders who do not agree to such cash-out, the Company shall abide by the terms and conditions of the 1995 Plan and the 1998 Plan, as applicable, with respect to such Holders. The Company will provide any notices required to be provided under the 1995 Plan and the 1998 Plan and will obtain any consents necessary to effectuate the foregoing cash-out of Company Options for those Holders who so agree to the cash-out. The Company will take all actions that are necessary or appropriate to insure that all Company Options will be cancelled or otherwise terminated as of the Effective Time.
Stock Options and Stock Plans. At the Effective Time, all outstanding vested options to purchase RIMS Stock (the "RIMS Options"), shall cease to represent a right to acquire shares of RIMS Stock and shall be converted automatically into an option to acquire shares of TriZetto Stock ("TriZetto Option"); provided, however, that from and after the Effective Time, (i) the number of shares of TriZetto Stock purchasable upon exercise of such TriZetto Option shall be equal to the number of shares of RIMS Stock that were purchasable under such RIMS Option immediately prior to the Effective Time multiplied by .6352769, rounding down to the nearest whole share, and (ii) the per share exercise price under each such TriZetto Option shall be adjusted by dividing the per share exercise price of each such RIMS Option by .6352769, rounding down to the nearest cent ("Adjusted Exercise Price"). Such RIMS Options shall be assumed by TriZetto under the terms of an employee option plan to be established by TriZetto which shall provide holders of such options with substantially the same rights and obligations as the RIMS Stock Option Plan. Each holder of RIMS Options shall agree to be bound by the lock-up restrictions set forth in Section 2.5 hereof. All unvested RIMS Options that do not accelerate as a result of the Merger shall terminate immediately prior to the Effective Time.
Stock Options and Stock Plans. (a) Each option to purchase Shares granted pursuant to the Option Plans and outstanding immediately prior to the Effective Time shall in accordance with their terms, at the
Stock Options and Stock Plans. (a) Parent and the Company ----------------------------- shall take all actions necessary to provide that, as to those holders who so agree, at the Effective Time, (i) each Company Option (defined below) so surrendered for cash, shall be cancelled, and (ii) in consideration of such cancellation, and except to the extent that Parent or Merger Subsidiary and the holder of any such Company Option otherwise agree, the Company shall pay to each such holder of Company Options an amount in cash in respect thereof equal to the product of (1) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (2) the number of Shares subject thereto immediately prior to the Effective Time. The Company represents that the Board of Directors of the Company has determined pursuant to the Company's 1988 Key Employee Incentive Stock Option Plan (the "Employee Option Plan"), in accordance with the first sentence of Section 12.1 thereof,
Stock Options and Stock Plans. In accordance with Section 18.1 of the 1997 Equity Incentive Plan, Section 18.1 of the 2000 Equity Incentive Plan, Section 16.1 of the Incentive Stock Option Plan, Section 16.1 of the Incentive Stock Option Plan No. 2 and Section 14 of the Employee Stock Purchase Plan, Sellers and Buyer agree that neither Buyer nor any of its Affiliates shall assume the options or other awards issued or granted pursuant to any of the 1997 Equity Incentive Plan, the 2000 Equity Incentive Plan, the Incentive Stock Option Plan, the Incentive Stock Option Plan No. 2 or the Employee Stock Purchase Plan (the "Company Plan Options").
Stock Options and Stock Plans. Pursuant to Section 6.3 of the Stock Incentive Plan and Section 6.4 of the Nonqualified Stock Option Plan, Sellers and Buyer agree that neither Buyer nor any of its Affiliates shall assume the options to purchase Company Shares issued or granted pursuant to either the Stock Incentive Plan or the Nonqualified Stock Option Plan (the "Company Plan Options").
Stock Options and Stock Plans. As of the date of this Agreement and as of the Effective Time, there will be no outstanding Finserv Derivative Securities and no outstanding Finserv Options.
