Stock Options; Restricted Stock Units. (i) Employee will be granted a non-qualified stock option (“the Option”) to purchase 75,000 shares of the Company’s common stock at an exercise price equal to the per share equivalent of the fair market value of the Company’s common stock on the date of grant as determined by the closing price of the Company’s common stock on NASDAQ NMS on the date of grant, or, if there is no such reported price on the date of grant, the closing price on the trading day on NASDAQ NMS first preceding the date of grant. The date of grant shall be set by the Compensation Committee of the Board of Directors. Subject to the accelerated vesting provisions set forth herein, the Option shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates. The Option shall be subject to the terms and conditions of the Company’s Restated 1996 Stock Incentive Plan (the “1996 Plan”) and the stock option agreement between Employee and the Company; provided, however, that notwithstanding the foregoing, in the event of a conflict between the terms and conditions of the Effective Date Option and this Agreement, the terms and conditions of this Agreement shall prevail.
(ii) On January 2, 2008, Employee will be granted 35,000 restricted stock units (the “RSU Grant”). The RSU Grant shall be subject to the terms and conditions of the Notice of Grant of Restricted Stock Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject to the foregoing, the RSU Grant shall vest as to thirty-three (33%) of the shares subject thereto on January 2, 2009 and shall vest ratably in six (6) month increments (16.7% each six-month period) thereafter over the two (2) year period commencing on January 2, 2009, subject to Employee’s continued full-time employment by the Company on the relevant vesting dates.
Stock Options; Restricted Stock Units. 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 units the vesting of which is accelerated pursuant to the terms of the restricted stock unit agreement, and any other incentive or similar plan heretofore or hereafter adopted by the Company.
Stock Options; Restricted Stock Units. Each option to purchase Shares under any employee stock option or compensation plan or arrangement of Company (a “Company Option”), outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date and shall thereafter represent the right to receive from Purchaser, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company Option immediately prior to the Acceptance Date, multiplied by (B) the amount, if any, by which the Offer Price exceeds the exercise price per share of Shares previously subject to such Company Option. Each restricted stock unit with respect to Shares (“Company RSUs”) outstanding immediately prior to the Acceptance Date, whether vested or unvested, shall be canceled at the Acceptance Date, and shall thereafter represent the right to receive, at the Acceptance Date or as soon as practicable thereafter, in full satisfaction of the rights of the holder with respect thereto, an amount in cash equal to the product of (A) the number of Shares subject to such Company RSU immediately prior to the Acceptance Date, multiplied by (B) the Offer Price. Company shall use commercially reasonable efforts to effectuate the foregoing, including but not limited to, amending the Company Stock Plans, sending out the requisite notices and obtaining all consents necessary to cash out and cancel all Company Options and Company RSUs necessary to ensure that, after the Acceptance Date, no person shall have any right under the Company Stock Plans, except otherwise as set forth herein. Company shall deliver to the holders of Company Options and Company RSUs appropriate notices at a time and in a form reasonably acceptable to Purchaser, setting forth such holders’ rights pursuant to this Agreement. Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of United States federal, state, local or outside the United States Tax Law, including any withholding from any payment that is treated as wages or compensation for the performance of services.
Stock Options; Restricted Stock Units. Except as provided in Section 2.6(c), at the Effective Time, each outstanding option to purchase shares of Common Stock (an “Option”) under any Company stock option plan (“Company Stock Plan”), whether or not then exercisable, shall be assumed by Parent and converted into an option to purchase shares of Parent’s common stock (“Parent Stock”). Each Option so assumed by Parent (an “Assumed Option”) shall continue to have, and be subject to, the same terms and conditions set forth in the Company Stock Plan and as provided in the respective option agreements governing such Assumed Option immediately prior to the Effective Time, except that (i) each Assumed Option shall be exercisable for a number of shares of Parent Stock determined by multiplying the number of shares of Common Stock subject to such Option as of the Effective Time by the Equity Exchange Number (as that term is defined below), rounded to the nearest whole number, and (ii) the per share exercise price of each Assumed Option shall be determined by dividing the exercise price for one share of Common Stock under the Option by the Equity Exchange Number, rounded to the nearest whole cent. The “Equity Exchange Number” shall equal the Merger Consideration divided by the average of the closing price of a share of Parent Stock for the five trading days immediately preceding the Effective Time on the New York Stock Exchange. The assumption by Parent of the Options shall be made in accordance with the Final Regulations under Section 409A of the Code so as not to be deemed the grant of a new stock right or a change in the form of payment for purposes of Section 409A of the Code. For purposes of clarification, no vesting schedule for any Assumed Option shall be accelerated or otherwise modified as a result of the transactions contemplated hereby, other than any acceleration required by the terms of any agreement or Employee Benefit Plan in force as of the date of this Agreement as set forth in Section 3.11(f) of the Disclosure Schedule.
Stock Options; Restricted Stock Units. The Employee and the Corporation acknowledge and agree that the stock options and restricted stock unit awards issued to the Employee by the Corporation as of the date of this Agreement shall remain in full force and effect and the Employee’s right to exercise such stock options and to receive distributions under such restricted stock units shall be as provided in the respective award agreements and the plans pursuant to which such stock options and restricted stock unit awards were issued; provided, however, that with respect to the stock options granted to the Employee on May 23, 2008 exercisable for up to 160,000 shares of the Corporation’s common stock, in the event of the termination of the Employee’s employment (a) by the Employee, the Employee may exercise such options to the extent vested at the date of termination during the forty (40) day period following the date of termination, and (b) by the Corporation, the Employee may exercise such options to the extent vested at the date of termination during the twelve (12) month period following the date of termination.
Stock Options; Restricted Stock Units. As of the close of business on December 31, 2009: (i) 9,779,242 shares of Common Stock are subject to issuance or have been issued and subject to release pursuant to Company Options and Company Restricted Stock Units; and (ii) 906,440 shares of Common Stock are reserved for future issuance under the Company Purchase Plan. All shares of Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized and validly issued, fully paid and nonassessable. Except for outstanding Company Options and Company Restricted Stock Units, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to Company.
Stock Options; Restricted Stock Units. Upon the occurrence of a Severance Event:
(a) any vested stock options may continue to be exercised for a period of six (6) months from the Effective Date;
(b) any of the 90,000 restricted stock units granted on May 9, 2008 that remain unvested and any of the 90,000 stock options granted on October 21, 2009 that remain unvested shall immediately vest;
(c) any unvested or partially-vested restricted stock units or stock options having 3-year vesting provisions that are subject to acceleration upon the achievement of specified stock price targets shall be converted, retroactive to the relevant date of grant, to vesting schedules that provide for vesting in three equal portions on the first three anniversaries of the relevant date of grant, provided that such vesting applies only if the Employee was employed by the Company in good standing on the relevant anniversary date; and
(d) all other unvested restricted stock units or stock options shall terminate as of the Effective Date.
Stock Options; Restricted Stock Units a. Pursuant to the Company’s Amended and Restated 2004 Stock Plan (the “2004 Plan”) and your 2004 Plan Stock Option Agreement issued thereunder, you were granted options to purchase an aggregate of 520,445 shares of the Company’s common stock (the “2004 Options”). As of the Separation Date: (i) 514,530 shares of the 2004 Options are vested (the “2004 Vested Options”); (ii) 397,866 shares of the 2004 Vested Options remain unexercised (the “Unexercised 2004 Option Shares”); and (iii) 5,915 shares of the 2004 Options remain unvested (the “Unvested 2004 Option Shares”). Per the Severance Plan, and conditioned upon your entering into this Agreement and it becoming enforceable, 25% of the Unvested 2004 Option Shares shall accelerate and become vested and exercisable, such that, effective immediately following the Separation Date, the 2004 Vested Options shall be increased to 516,009 shares and the number of Unvested 2004 Option Shares shall be reduced to 4,436 shares. Per the Severance Plan, and taking into account your continued role, following the Separation Date, as a Service Provider (as defined in the 2004 Plan) in connection with your ongoing service as a member of the Company’s Board of Directors (the “Board”), you will have the longer of: (i) one (1) year following the Separation Date, and (ii) thirty (30) days following the termination of your role as a Service Provider to exercise any 2004 Options to the extent then vested (the “2004 Exercise Period”). After the 2004 Exercise Period, you will no longer have the right to exercise any of the 2004 Options then vested. You acknowledge and agree that the foregoing extension to the 2004 Exercise Period will in certain cases cause an incentive stock option to be reclassified as a non-qualified stock option and, accordingly, at time of exercise you will be required to satisfy all applicable tax withholding requirements that become due upon exercise of the 2004 Options.
Stock Options; Restricted Stock Units. As of the Effective Date, Executive shall receive (i) stock options to purchase an aggregate of 500,000 shares of the Company’s common stock, and (ii) 550,000 non-transferrable Restricted Stock Units. To the extent legally permitted, the stock options shall be incentive stock options. The stock options will have an exercise price equal to the fair market value of the common stock on the Effective Date. The foregoing stock options and Restricted Stock Units will vest and be issued as set forth in Exhibit A attached hereto. Except as set forth in Section 6 below, upon the termination of Executive’s employment with the Company, the unvested options and the unvested Restricted Stock Units will be forfeited. In addition to the foregoing grant of options, Executive shall also be entitled to receive stock option grants under the Company’s stock option plan at any time at the discretion of the Board, in such amounts and upon such terms as shall be determined by the Board of Directors, in its sole discretion.
Stock Options; Restricted Stock Units. If you have been granted stock options by the Company, all unvested stock options and restricted stock units (including, without limitation, the right to receive an award of 20,000 stock options and 6,000 restricted stock units that the Company previously agreed to grant to you upon the Company becoming current in its SEC reporting obligations) will terminate upon your termination of employment. You will be eligible to exercise any vested stock options you have been granted through the later of (i) one year following your employment termination date, and (ii) the date that is 90 days after the Company is again current in its financial statement reporting obligations under Section 13 of the Securities Exchange Act of 1934 for the purposes of the exercise of stock options under the Company’s stock option plan, after which time any and all of your stock options that you have not exercised shall terminate and be of no further force and effect; provided however, your vested stock options shall be subject to all other terms and conditions of the plan and other documents under which the options were originally granted, including, without limitation, early termination upon the first to occur of (i) the maximum year term of such options upon grant or (ii) a change of control of the Company, in each case on the terms provided for under the applicable option plan and option agreement. This represents additional consideration, as the normal exercise period for stock options is thirty (30) days from termination. Any eligibility to exercise stock options is subject to the terms and conditions of the applicable plan documents and option agreements, including without limitation, the Company’s policies with respect to compliance with laws against xxxxxxx xxxxxxx and any actions taken by the Company to suspend the execution of option exercises during periods in which public financial statements are not current.
