Stock Plans and Options. During the Employment Term, the Executive shall be eligible to participate in any stock option, incentive and similar plans established by the Company from time to time and at any time and the Company shall grant to the Executive or cause to be granted to him stock options and other benefits similar to the options and benefits granted to other executives subject in all cases to the satisfaction by the Executive of the terms and conditions of such plans and to the reasonable exercise by the Board of Directors of any discretion granted to it or them thereunder.
Stock Plans and Options. (a) Except as provided in Section 7.8(b), at the Effective Time, each outstanding option to purchase Shares under the Stock Plans, other than any option granted under the Company's Employee Stock Purchase Plan (collectively, the "Options"), whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Option, the number of shares of Common Stock, par value $0.25 per share of Purchaser (the "Purchaser Common Stock") equal to (a) the number of Shares subject to the Option, multiplied by (b) (i) the Merger Consideration, divided by (ii) the average of the high and low price of Purchaser Common Stock on the trading day immediately preceding the date of the Effective Time as reported in the New York City edition of The Wall Street Journal (rounded down to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the Shares which were purchasable pursuant to such Option divided by (z) the number of full shares of Purchaser Common Stock subject to such Replacement Option in accordance with the foregoing. At or prior to the Effective Time, the Company shall take all action necessary with respect to the Stock Plans to permit the replacement of the outstanding Options by Purchaser pursuant to this Section 7.8(a) and as soon as practicable after the Effective Time Purchaser shall use its reasonable best efforts to register under the Securities Act on Form S-8 or other appropriate form (and use its reasonable best efforts to maintain the effectiveness thereof) shares of Purchaser Common Stock issuable pursuant to all Replacement Options. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in any Stock Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Purchaser to assume the Stock Plans (other than the Company's Employee Stock Purchase Plan, with respect to which the Company shall take all action necessary to terminate such plan immediately prior to the Effective Time). The Company shall further take all action necessary to amend the Stock Plans, to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective...
Stock Plans and Options. Section 7.8 of the Merger Agreement is hereby amended by deleting the current text thereof in its entirety and inserting in lieu thereof the following:
Stock Plans and Options. (a) The Company shall provide to each holder of an outstanding Company Stock Option to purchase the Company Common Stock under the Company Stock Plans the notice (if any) required pursuant to such plans in connection with the Merger.
Stock Plans and Options. The Company's board of directors adopted the 1990 Stock Option/Stock Appreciation Rights and Restricted Stock Plan for Key Officers and Employees, and the 1990 Director Stock Option Plan (collectively, the 1990 Stock Plans). At the Annual Shareholders' Meeting held on May 13, 1998, the shareholders approved the 1998 Stock Incentive Plan allowing for the grant of restricted stock, incentive stock options and non-qualified option to officers, directors, and key consultants of the Company (the 1998 Plan). The 1998 Plan replaced the 1990 Stock Plans. The Company has reserved 425,000 shares of its common stock as of December 31, 1998, for the exercise of options and issuance of shares under the 1998 Plan. Options are exercisable at a price equal to the fair market value of the shares at the time of the grant. Options must be exercised within ten years after grant. Stock Option Plan On April 17, 1997, Home, adopted a stock option plan (Home Plan) pursuant to which Home's board of directors may grant stock options to directors, officers and employees of Home. Substantially all options were granted in 1997. Options vest at a rate of 20% per year. The exercise price is equal to the fair market value of the common stock at the date of grant, and the option term cannot exceed ten years. On December 15, 1998, in connection with the merger of Home with the Company, all common stock options under the plan became fully vested and were converted into an equivalent number of options to purchase shares of the Company using the merger exchange ratio of .914 per share. On an adjusted basis, options to purchase 640,645 shares were authorized under the Home Plan. A summary of all restricted stock and stock option transactions follows.
Stock Plans and Options. (a) At the Effective Time, each outstanding option to purchase shares of USR Common Stock (a "USR Stock Option") under the USR Option Plans, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such USR Stock Option, the same number of shares of 3Com Common Stock as the holder of such USR Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of USR Common Stock otherwise purchasable pursuant to such USR Stock Option divided by (ii) the number of full shares of 3Com Common Stock deemed purchasable pursuant to such 3Com Stock Option in accordance with the foregoing; PROVIDED, HOWEVER, that, in the case of any USR Stock Option to which Section 422 of the Code applies ("incentive stock options"), 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(a) of the Code.
Stock Plans and Options. 43 7.11 Consents............................................................................................ 44 7.12 Pilgrim Mutual Fund Assets Under Management......................................................... 44 7.13 Additional Agreements; Reasonable Efforts........................................................... 44 7.14
Stock Plans and Options. (a) At the Effective Time, the Pilgrim Options shall be assumed by ReliaStar. Each Pilgrim Option so assumed by ReliaStar under this Agreement shall continue to have, and be subject to, substantially the same terms and conditions as were applicable under the Pilgrim Option Plans and the documents governing the Pilgrim Options immediately before the Effective Time, except that each Pilgrim Option will be exercisable for that number of whole shares of ReliaStar Common Stock equal to the product of the number of shares of Pilgrim Common Stock that were issuable upon exercise of the option immediately before the Effective Time multiplied by the Option Ratio (as defined in Section 7.10(d)) and rounded to the nearest whole number of shares of ReliaStar Common Stock, and the per-share exercise price for the shares of ReliaStar Common Stock issuable upon exercise of such assumed Pilgrim Option will be equal to the quotient determined by dividing the exercise price per share of Pilgrim Common Stock at which the option was exercisable immediately before the Effective Time by the Option Ratio, rounded to the nearest whole cent. It is the intention of the parties that the Pilgrim Options so assumed by ReliaStar qualify following the Effective Time as "incentive stock options," as defined in Section 422 of the Code, to the extent such options qualified as incentive stock options immediately before the Effective Time.
Stock Plans and Options. 47 Section 6.12
Stock Plans and Options. (a) From and after the Effective Time, each outstanding Company Stock Option, all of which are set forth in Schedule A, shall be assumed by Xxxxxxx and shall pursuant to the terms of such options be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, the number of shares of Xxxxxxx Stock set forth in Schedule A with respect to such Company Stock Option at the price per share set forth in Schedule A with respect to such Company Stock Option. All other terms of such Company Stock Options shall remain in effect.
