Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under (i) Company’s 1997 Stock Option Plan (the “Company Stock Option Plan”) and (ii) Company’s 2000 Non-Officer Stock Option Plan (the “Company Non-Officer Stock Option Plan”, and collectively with the Company Stock Option Plan, the “Company Stock Option Plans”) shall be assumed by Parent in accordance with Section 5.10. Rights outstanding under Company’s 1999 Employee Stock Purchase Plan (the “Company ESPP”) shall be treated as set forth in Section 5.10.
Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under Company's Restated 1982 Stock Option Plan (the "1982 Option Plan") and under Company's 1989 Nonemployee Director Stock Option Plan (the "Nonemployee Director Plan") shall be assumed by Parent in accordance with Section 5.8 hereof. Purchase rights outstanding under Company's Restated Periodic Purchase Plan (the "Purchase Plan") shall be treated as set forth in Section 5.8.
Stock Options; Employee Stock Purchase Plan. At the Effective Time, all Assumed Options outstanding under the Option Plans shall be assumed by Parent in accordance with Section 5.9(a). At the Effective Time, each Company Option that is either (A) held by any Person other than a current employee of the Company or any of its Subsidiaries or an employee of the Company who has terminated his or her employment within 90 days prior to the Effective Time (each such Company Option, a “Non-Employee Option”) or (B) has a per share exercise price greater than $9.00 (the “Per Share Merger Consideration”), (each, an “Out-of-the-Money Option,” and together with the Non-Employee Options, the “Cashed-Out Options”), and, in each case, that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall, on the terms and subject to the conditions set forth in this Agreement, terminate in its entirety at the Effective Time, and the holder of each Cashed-Out Option shall be entitled to receive therefor an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) the number of shares of Company Common Stock that are subject to such Company Option and that are unexpired, unexercised and outstanding immediately prior to the Effective Time, and (ii) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time. Each Company Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time and is not a Cashed-Out Option shall be an “Assumed Option.” Rights outstanding under the ESPP and any other employee stock purchase plan of the Company shall be treated as set forth in Section 5.9(c).
Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision Common Stock (each a "Computervision Stock Option") under the Computervision Stock Option Plans, whether or not exercisable, will be assumed by Parametric. Each Computervision Stock Option so assumed by Parametric under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric Common Stock equal to the product of the number of shares of Computervision Common Stock that were issuable upon exercise of such Computervision Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric Common Stock, and (ii) the per share exercise price for the shares of Parametric Common Stock issuable upon exercise of such assumed Computervision Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision Common Stock at which such Computervision Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, Parametric will issue to each holder of an outstanding Computervision Stock Option a notice describing the foregoing assumption of such Computervision Stock Option by Parametric.
(b) It is the intention of the parties that Computervision Stock Options assumed by Parametric qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent Computervision Stock Options qualified as incentive stock options immediately prior to the Effective Time; and that notwithstanding anything contained in Section 1.6(c) or Section 5.11 hereof, or any other provision of this Agreement, the exercise price, the number of shares purchasable and the terms and conditions applicable to any Computervision Stock Options shall be determined so as to comply with Sections 422 and 424 of the Code and the regulations promulgated thereunder.
(c) The Board of Directors of Computervision shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellatio...
Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under the Company's 1995 Management Stock Option Plan, 1995 Stock Option Plan, 1996 Non-Employees Directors' Stock Option Plan and 1996 Equity Incentive Plan (collectively, the "COMPANY STOCK OPTION PLANS") shall be assumed by Parent in accordance with Section 5.11 hereof. At the Effective Time, in accordance with the terms of the Company's Employee Stock Purchase Plan (the "COMPANY ESPP"), all rights to purchase shares of Company Common Stock under the Company ESPP shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent) and all such converted rights shall be assumed by Parent and the offering periods in effect under the Company ESPP immediately prior to the Effective Time shall be continued substantially in accordance with the terms of the Company ESPP until the end of the offering periods in effect as of the Effective Time.
Stock Options; Employee Stock Purchase Plan. (a) As of the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time shall be canceled without any action on the part of any holder of any Company Option in consideration for the right at the Effective Time to receive, as promptly as reasonably practicable following the Effective Time, a cash payment with respect thereto equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Offer Price over the exercise price per share of Company Common Stock subject to such Company Option, less any required withholding Taxes (the “Option Cash Payment,” and the sum of all such payments, the “Total Option Cash Payments”). As of the Effective Time, all Company Options shall no longer be outstanding and shall automatically terminate and cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment in respect thereof.
(b) Immediately following the Effective Time, Parent shall cause the Surviving Corporation to pay through its payroll systems the applicable Option Cash Payments, if any, to the holders of Company Options, subject to Section 3.4.
(c) As soon as practicable following the date of this Agreement, and in any event prior to the Effective Time, the Company shall take all actions necessary to (i) terminate the ESPP as of the Effective Time and, in accordance with the terms of the ESPP, provide that any “Purchase Period” (within the meaning of the ESPP) in process on the Merger Closing Date shall end as of immediately prior to the Effective Time, with such pro-rata adjustments as may be necessary to reflect a shortened Purchase Period, but otherwise treating such shortened Purchase Period as a fully effective and completed Purchase Period for all purposes under the ESPP, (ii) provide that participants may not increase their payroll deductions or purchase elections prospectively and (iii) provide that no Purchase Period shall commence under the ESPP following the date hereof. Any shares of Company Common Stock acquired as a result of the completion of the Purchase Period that ends as of immediately prior to the Effective Time shall be treated as outstanding shares of Company Common Stock for purposes of Section 3.2.
Stock Options; Employee Stock Purchase Plan. All options to purchase Individual Common Stock then outstanding under Individual's Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock Option Plan, 1996 Non- Employee Director Stock Option Plan, 1996 Stock Option Plan and Amended and Restated 1996 Stock Plan (collectively, the "Individual Stock Option Plans") shall be assumed by Desktop ----------------------------- in accordance with Section 5.05. Immediately prior to the Effective Time, all rights to purchase Individual Common Stock then outstanding under Individual's 1996 Employee Stock Purchase Plan (the "Individual Employee Stock Purchase ---------------------------------- Plan") will be assumed by Desktop in accordance with Section 5.06.
Stock Options; Employee Stock Purchase Plan. At the Effective ------------------------------------------- Time, all options to purchase Oplink Common Stock then outstanding (the "Oplink Options") under Oplink's 1995 Stock Plan, 1998 Stock Plan and 2000 Equity Incentive Plan (collectively, the "Oplink Stock Option Plans") shall be assumed by Avanex in accordance with Section 5.9 hereof. Rights outstanding under Oplink's 2000 Employee Stock Purchase Plan shall be treated as set forth in Section 5.9 hereof.
Stock Options; Employee Stock Purchase Plan. (a) Except as is otherwise agreed to in writing by the Company, Parent and the holder of a Company Option, the Company shall take all action necessary to ensure that each Company Option outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled immediately prior to the Effective Time and shall thereafter represent the right to receive, at the Effective Time from the Company (or as soon as practicable thereafter from the Surviving Corporation) in consideration for such cancellation, an amount in cash (less all applicable withholding taxes) equal to the product of (A) the total number of Shares (whether or not then vested or exercisable) previously subject to such Company Option, MULTIPLIED BY (B) the amount by which the Merger Consideration exceeds the exercise price per share of Shares previously subject to such Company Option. Promptly following the execution of this Agreement, the Company shall mail to each person who is a holder of outstanding Company Options (regardless of whether such Company Options are vested or exercisable at the time) a letter describing the treatment of and payment for such Company Options pursuant to this Section 4.9(a) and providing instructions for use in obtaining payment for such Company Options.
(b) As of the Effective Time, the ESPP shall be terminated. Prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the ESPP) that are necessary to give effect to the transactions contemplated by this Section 4.9(b)). Except as contemplated in this Section 4.9(b), the Company shall not commence any new offering period or grant or change any rights under the ESPP other than the offering period currently underway.
Stock Options; Employee Stock Purchase Plan. At the Effective Time of the Parent Merger, all options to purchase Parent Common Stock then outstanding shall either continue in effect at the Surviving Corporation in the Parent Merger or be assumed by the Surviving Corporation in the Parent Merger, as necessary, in accordance with Section 5.9(a). At the Effective Time of the Parent Merger, rights outstanding under Parent’s 1999 Employee Stock Purchase Plan (the “Parent Purchase Plan”) shall remain outstanding and exercisable for Parent Common Stock without alteration.
