Stock Options/Restricted Shares. To the extent the Employer determines to award stock options, restricted shares or other similar consideration to management personnel based upon duration of employment or achieving performance targets, or both, the Employee shall be permitted to participate in such programs. For each Fiscal Year or part thereof during the Employment Period the Employee shall be eligible to earn as additional compensation for the services to be rendered by the Employee pursuant to this Agreement, long-term equity incentives in an amount equal up to one hundred and fifty percent (150%) of the Salary for such Fiscal Year (or such lesser (including zero) or greater percent of the Salary for such Fiscal Year as is recommended in good faith to the Committee by the Chief Executive Officer of the Employer and approved by the Committee).
Stock Options/Restricted Shares. Pursuant to the Merger Agreement, as defined in Paragraph 19, Employee is to be provided with 6,400 restricted shares or 24,000 stock options or a combination of both. Employer will take all steps necessary to confirm that such forms of deferred compensation are promptly awarded to Employee after the execution of this Agreement based upon terms and conditions substantially similar to those included with awards made to other management employees holding positions similar to that of Employee with Employer or any affiliate of First Merchants Corporation.
Stock Options/Restricted Shares. To the extent the Employer determines to award stock options, restricted shares or other similar consideration to management personnel based upon duration of employment or achieving performance targets, or both, the Executive shall be permitted to participate in such programs. For each Fiscal Year or part thereof during the Employment Period the Executive shall be eligible to earn as additional compensation (the “Long-Term Compensation”) for the services to be rendered by the Executive pursuant to this Agreement, long-term equity incentives in an amount approved by the Committee; provided that the Executive shall be eligible to earn Long-Term Compensation for services rendered by the Executive equal in value to $3,150,000 (or such lesser (including zero) or greater amount as is approved by the Committee).
Stock Options/Restricted Shares. To the extent the Employer determines to award stock options, restricted shares or other similar consideration to management personnel based upon duration of employment or achieving performance targets, or both, the Employee shall be permitted to participate in such programs. For each Fiscal Year or part thereof during the Employment Period the Employee shall be eligible to earn as additional compensation for the services to be rendered by the Employee pursuant to this Agreement, long-term equity incentives in an amount equal up to two hundred percent (200%) of the Salary for such Fiscal Year (or such lesser (including zero) or greater percent of the Salary for such Fiscal Year as is recommended in good faith to the Committee by the Chief Executive Officer of the Employer and approved by the Committee). On September 6, 2007 (the Employee’s first day of employment with the Employer), the Employee will be (i) granted 100,000 stock options under the 2004 Stock Incentive Plan and/or the 2007 Stock Incentive Plan, with all such options valued with reference to the closing market price on the September 6, 2007 and (ii) in lieu of a 2007 option grant, paid an additional cash bonus of $100,000.
Stock Options/Restricted Shares. (i) As soon as practicable following the date of this Agreement, the Company agrees that the Board of Directors of the Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the following:
(A) The terms of each outstanding Stock Option, whether vested or unvested, shall be adjusted as necessary to provide that, at the Effective Time, each such Stock Option outstanding immediately prior to the Effective Time shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Stock Option, the number of shares of Parent common stock, par value $0.20 per share ("Parent Common Stock") (rounded down to the nearest whole share), determined by multiplying the number of shares of Company Common Stock subject to such Stock Option by a fraction (the "Option Exchange Ratio"), the numerator of which is the Merger Consideration and the denominator of which is the average closing price of Parent Common Stock on the New York Stock Exchange Composite Transactions Tape on the ten trading days immediately preceding the date on which the Effective Time occurs, at an exercise price per share of Parent Common Stock equal to (A) the per share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Stock Option divided by (B) the Option Exchange Ratio (each, as so adjusted, an "Adjusted Option"); provided that such exercise price shall be rounded up to the nearest whole cent.
(B) At the Effective Time, each Restricted Share shall be canceled and shall cease to exist. In lieu of payment of the Merger Consideration for each Restricted Share, Parent agrees to pay the Applicable Amount (as defined below) to each holder of Restricted Shares promptly after each Lapse Date (as defined below); provided that if such holder is not employed
Stock Options/Restricted Shares. (a) If the Company completes an Initial Public Offering, on the date of such offering, Executive shall be granted a number of Restricted Shares in an amount up to 0.39% of the fully diluted outstanding shares of Common Stock measured at the time of the Initial Public Offering (the "IPO Restricted Shares") and Stock Options to purchase up to 0.90% of the fully diluted outstanding shares of Common Stock, measured as of the time of the Initial Public Offering (the "IPO Options").
(b) Any IPO Options and IPO Restricted Shares shall count towards any stock ownership requirement applicable to Executive under this or any other agreement between Executive and the Company.
(c) The exercise price of the IPO Options will equal the per share offering price of the shares of Common Stock offered to the public in the Initial Public Offering. The IPO Options will vest and all restrictions on the IPO Restricted Shares will lapse with respect to 25% of the shares covered by the IPO Options and the IPO Restricted Shares on the first anniversary of the date of grant and on each of the immediately following three anniversaries. The IPO Options and the IPO Restricted Shares shall be subject to the terms and conditions of the Company's 2002 Stock Incentive Plan, as revised, and an individual Award Agreement between Executive and the Company entered into at the time of grant.
Stock Options/Restricted Shares. Xx. Xxxxxxxx holds options to purchase shares of Cascade Microtech, Inc. common stock (the “Options”). Provided Xx. Xxxxxxxx signs the Release attached to the Agreement as Exhibit A, as further consideration for this Agreement, Employer shall extend the date by which Xx. Xxxxxxxx must exercise the Options to the expiration date set forth in the applicable Option Agreement. Xx. Xxxxxxxx’x right to exercise an Option ends when the term of the Option expires. Except as expressly stated in this paragraph, Xx. Xxxxxxxx’x Options shall be governed by the terms and conditions of the applicable Option Agreement and Stock Incentive Plan pursuant to which the Options were granted. Xx. Xxxxxxxx also holds certain grants of Cascade Microtech, Inc. Restricted Stock Units (the “Shares”). The Shares shall be governed by the terms and conditions of the Restricted Stock Unit Agreement pursuant to which the Shares were granted.
Stock Options/Restricted Shares. Company acknowledges and agrees that Employee shall have a period of 90 days from the date of this Agreement to exercise the following stock option agreements:
(i) Option agreement dated March 19, 2003.
(ii) Option agreement dated December 19, 2001.
(iii) Option agreement dated July 1, 2005. Company and Employee agree that all remaining stock options and restricted shares have not vested and may be cancelled.
Stock Options/Restricted Shares. (a) Any stock options granted to the Executive that were outstanding as of March 30, 2000 and remain outstanding as of the Termination Date (i) to the extent unvested, shall immediately vest as of the Termination Date, and (ii) shall remain exercisable through the scheduled terms of the stock options.
(b) Subject to Section 7 and Section 8 hereof, all other stock options outstanding as of the Termination Date shall fully vest on the Termination Date and remain exercisable for the shorter of (A) 90 days following the Termination Date or (B) the scheduled term of the stock option.
(c) All restricted shares of the Company’s common stock granted to the Executive and outstanding as of immediately prior to the Termination Date shall be forfeited immediately upon the Termination Date.
(d) Exhibit D hereto sets forth a listing of all stock options granted to the Executive that remain outstanding as of the Termination Date and certain other information regarding the treatment pursuant hereto of such stock options.
Stock Options/Restricted Shares. (a) If the Company completes an Initial Public Offering, on the date of such offering, Executive shall be granted Restricted Shares in an amount up to ___% of the fully diluted outstanding shares of Common Stock measured at the time of the Initial Public Offering (the "IPO Restricted Shares") and Stock Options to purchase up to ___% of the fully diluted outstanding shares of Common Stock, measured as of the time of the Initial Public Offering (the "IPO Options")(3).
(b) Any IPO Options and IPO Restricted Shares shall count towards any stock ownership requirement applicable to Executive under this or any other agreement between Executive and the Company.
