Stock Options; Restricted Stock. The foregoing benefits are intended to be in addition to the value of any options to acquire Common Stock of the Company, the exercisability of which is accelerated pursuant to the terms of any stock option agreement, any restricted stock the vesting of which is accelerated pursuant to the terms of the restricted stock agreement, and any other incentive or similar plan heretofore or hereafter adopted by the Company.
Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to:
(i) provide that each unexercised Company Stock Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be converted at the Effective Time into the right to receive an amount of cash equal to (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest;
(ii) provide that each share of Company Restricted Stock outstanding immediately prior to the Effective Time shall become at the Effective Time fully vested and free of restrictions on transfer and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions of Article II hereof; and
(iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement.
(b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom.
(c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).
Stock Options; Restricted Stock. (a) All of Executive’s options to purchase Company’s common stock (“Options”) that vested before the Termination Date will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the future.
(b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive.
(c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Execut...
Stock Options; Restricted Stock. Employee shall be entitled to grants of stock options and restricted stock awards in an amount to be determined by the Compensation Committee in its discretion under the Boston Properties, Inc. 1997 Stock Option and Incentive Plan or any other stock option plan adopted by the Company from time to time (the "STOCK OPTION PLAN").
Stock Options; Restricted Stock. During the Term, Employee shall be eligible to participate in such other stock option, restricted stock or other equity-based incentive plans, including any plans contemplating the potential grant of incentive stock options, non-qualified stock options, restricted stock, or various other equity based awards, that may be adopted by the Company from time to time; provided, however, that nothing herein shall be deemed to entitle Employee to any specific benefit grant or award (any such grant or award to be solely discretionary with the Board, upon the recommendation of the Compensation Committee) or to limit the Board’s discretion to adopt, amend or terminate any plan or program.
Stock Options; Restricted Stock. (a) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares granted to employees, directors, including members of the Supervisory Board, or independent contractors of Seller or any of its Subsidiaries under the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule (the "SELLER STOCK OPTION PLANS") that is outstanding immediately prior to the Closing Date (each, a "SELLER STOCK OPTION"). The holder of each such Seller Stock Option, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price per share of such Seller Stock Option and shall have no further rights with respect to such Seller Stock Option.
(b) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each outstanding restricted Seller Share (a "SELLER RESTRICTED SHARE") (whether or not vested or exercisable) granted under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule (the "SELLER RESTRICTED STOCK PLANS"). The holder of each such Seller Restricted Share, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted Share.
(c) Prior to the Closing Date, Seller shall make or procure any amendments to the terms of such Seller Stock Option Plans and any related stock option agreements and the Seller Restricted Stock Plans and any related restricted stock agreements that are necessary to give effect to the transactions co...
Stock Options; Restricted Stock. All future grants of stock options or restricted stock to employees or consultants shall be approved by the Board of Directors or the Compensation Committee of the Board of Directors, shall have a four year vesting schedule with a cliff vesting of 25% on the one year anniversary of the date of grant and further vesting of 6.25% per quarter thereafter for the remaining term (unless otherwise agreed to by the Compensation Committee of the Board of Directors) and shall be conditioned upon the grantee agreeing to be bound by the terms of an option and/or stock agreement containing first refusal rights of the Company with respect to transfers of such stock or options, “lock-up” provisions upon terms as determined by the Compensation Committee of the Board of Directors prohibiting such employee, director or consultant from selling or otherwise transferring such stock or options for a certain period of time in connection with a public offering of Common Stock by the Company.
Stock Options; Restricted Stock. In addition, Executive may be awarded stock options, restricted stock awards and other equity compensation awards by Gen-Probe’s Compensation Committee, with such terms and conditions as the Compensation Committee may determine in its sole discretion.
Stock Options; Restricted Stock. Except as may be expressly provided for in writing with respect to any one or more stock options granted after the date hereof, all stock options granted to Executive under any of Employer’s Plans shall become immediately exercisable (and vest) as of the date of Termination.
Stock Options; Restricted Stock. (a) The terms of each outstanding option (a “Company Stock Option”) to purchase shares of Company Stock under any employee stock option or compensation plan or arrangement of Company (a “Company Stock Option Plan”), whether or not exercisable or vested, shall be adjusted as necessary to provide that, at the Effective Time, Parent shall assume each Company Stock Option outstanding immediately prior to the Effective Time and each such Company Stock Option shall constitute an option to acquire on the same terms and conditions as were applicable under such Company Stock Option under the plan pursuant to which it was issued and the terms of the stock option agreement by which it is evidenced, the same number of shares of Parent Stock as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Company Stock Option in full immediately prior to the Effective Time, at a price per share, rounded up to the nearest whole cent, of Parent Stock equal to (A) the aggregate exercise price for the shares of Company Stock otherwise purchasable pursuant to such Company Stock Option divided by (B) the aggregate number of shares of Parent Stock deemed purchasable pursuant to such Company Stock Option (each, as so adjusted, an “Adjusted Option”), provided that any fractional share of Parent Stock resulting from an aggregation of all the shares of a holder subject to Company Stock Option shall be rounded down to the nearest whole share, and provided further that, for any Company Stock Option intended to be an “incentive stock option” (as defined in Section 422 of the Code), the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code.
(b) Each share of Company Stock which is unvested and has been issued pursuant to a Company Stock Option Plan (“Company Restricted Shares”) shall, at the Effective Time, be converted into the right to receive the number of shares of Parent Stock determined pursuant to the Exchange Ratio and the other provisions set forth in Section 2.02 (each share, as so converted, a “Converted Restricted Share”). Each Converted Restricted Share shall be subject to the same terms and conditions as were applicable under each corresponding Company Restricted Share under the applicable Company Stock Option Plan and the terms of the stock issuance agreement by w...
