Common use of Target Stock Options Clause in Contracts

Target Stock Options. (a) At the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plan, the “Target Option Plans”). At the Effective Time, each option to purchase Target Capital Stock that was granted under a Target Option Plan and is outstanding immediately prior to the Effective Time (a “Target Option”) shall be assumed by Acquiror and converted into an option (an “Assumed Option”) to purchase (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share, and (2) in the case of a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Target Option immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined in

Target Stock Options. (a) At Prior to the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) ATC and 2002 Stock Incentive Plan (the “2002 Option Plan” Target -------------------- shall take such action as may be necessary to cause each unexpired and together with the 2001 Option Plan, the “Target Option Plans”). At the Effective Time, each unexercised option to purchase Target Capital Common Stock from Target or any of its Subsidiaries that was granted under a Target Option Plan and is outstanding immediately prior to the Merger and that will not expire if not exercised prior thereto, a true, correct and complete list of which, as of the date of this Agreement, is set forth in Section 6.9 of the Target Disclosure Schedule (each, a "Target Option" and collectively, the "Target Options") to be automatically converted at the Effective Time (a “Target Option”) shall be assumed by Acquiror and converted into an option (each, an “Assumed "ATC Option”" and collectively, the "ATC Options") to purchase (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of shares of Acquiror ATC Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such which the holder is entitled to purchase under the Target Option immediately prior to the Effective Time multiplied by the Conversion Exchange Ratio, rounded down to the nearest whole share, and (2) in the case of at a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The price per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing (a) the per share option exercise price determined pursuant to the Target Option, by (b) the Exchange Ratio. Each ATC Option will otherwise have the same terms and conditions as the Target Option exchanged therefor, including acceleration and period of exercise, and, with respect to Target Options that are "incentive stock options" under the Code at the Effective Time, will contain such terms as are necessary to preserve such status following the conversion described herein. At the Effective Time, ATC will execute and deliver to each holder of an ATC Option a document evidencing ATC's assumptions of Target's obligations under the Target Option and all references in the stock option agreements to Target shall be deemed to refer to ATC. As of the corresponding Effective Time, ATC shall assume all of Target's obligations with respect to the Target Options as so amended and shall, from and after the Effective Time, have reserved for issuance upon exercise of the ATC Options all shares of ATC Common Stock covered thereby and shall file a Registration Statement on Form S-8 to register under the Securities Act the shares of ATC Common Stock subject to the ATC Options granted in replacement of Target Options. ATC shall take all actions reasonably necessary to maintain the effectiveness of such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such ATC Options remain outstanding. ATC shall also use its reasonable business efforts to list, subject to official notice of issuance, all shares of ATC Common Stock subject to the ATC Options on The New York Stock Exchange and/or such other exchanges or trading markets on which the ATC Common Stock is then listed or traded. No fractional shares of ATC Common Stock will be issued upon the exercise of any ATC Option, and instead the exercising holder of such ATC Option immediately shall receive cash for any fractional share amounts, based on the fair market value of the ATC Common Stock at the time of exercise. To the extent that any former holder of Target Options is terminated by ATC or its Subsidiaries other than for cause subsequent to the Effective Time, ATC shall provide such holder with the opportunity to effect a broker-assisted cashless exercise, to the extent exercisable at the time of such termination, of the ATC Options then held by such holder prior to the Effective Time by expiration of such options. The foregoing provision is intended to be for the Conversion Ratiobenefit of, rounded up and shall be enforced by, the holders of Target Options and subject to the nearest whole cent; provided, however, that if Section 421 provisions of the Code applies to such plans governing the Target Option by reason of its qualification under Section 422 of the CodeOptions, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option their heirs and the terms personal representatives and conditions of exercise of such Assumed Option shall be determined inbinding upon ATC and its successors and assigns.

Target Stock Options. (a) At Each Target Option, whether vested or unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective TimeTime shall, Acquiror will assume Targetwithout any further action on the part of any holder thereof, be terminated and cancelled at the Effective Time and shall not be assumed by Acquiror, and no Target Option shall be substituted with any equivalent option or right to purchase shares of Acquiror’s 2001 common stock. Upon cancellation thereof, each In-the-Money Vested Target Option, if any, shall be converted into and represent the right to receive, subject to and in accordance with this Section 2.6(b), an amount in cash, without interest, with respect to each share of Target Common Stock Incentive Plan underlying such In-the-Money Vested Target Option, equal to the excess of (A) the “2001 Per Share Consideration over (B) the per share exercise price of such Target Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plancollectively, the “Option Payments”), as adjusted by the Applicable Portion of the Escrow Amount and Securityholders’ Agent Holdback Amount attributable to such option as contemplated in Sections 2.6, 2.7 and 2.11 of this Agreement. The amount of cash each holder of In-the-Money Vested Target Options is entitled to receive, if any, for such Target Options shall be rounded to the nearest cent and computed after aggregating cash amounts for all In-the-Money Vested Target Options held by the holder of such Target Options and will be reduced by any payroll, income tax or other withholding taxes as required by Applicable Law. Target shall, prior to the Closing, take or cause to be taken all actions, and shall obtain all consents, as may be required to effect the treatment of Target Options pursuant to this Section 2.6(b). In the event that any holder of a Target Option Plansis entitled to any Option Payment based upon the final determination that such Target Option is an In-the-Money Vested Target Option, such holder shall have executed and delivered to Acquiror waivers on or before the Closing Date, in the form mutually agreeable to Acquiror and the Company (an “Option Acknowledgment Form”). At the Effective Time, each option to purchase all Unvested Target Capital Stock that was granted under a Options and Out-of-the-Money Vested Target Option Plan shall no longer be outstanding and is outstanding immediately prior to shall be cancelled and extinguished at the Effective Time (a “Target Option”) Time, and each holder thereof shall be assumed by Acquiror and converted into an option (an “Assumed Option”) cease to purchase (1) in the case of a Target Option have any rights with respect thereto, including any present or future right to purchase shares of Target Common Stock, the number of shares of Acquiror Common Stock equal to the product receive any portion of the number of shares of Target Common Stock that were issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share, and (2) in the case of a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Target Option immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined inMerger Consideration.

Target Stock Options. (a) At Neither the Target Incentive Plan nor any Target Option shall be assumed by Acquiror or Merger Sub in connection with the Merger. Accordingly, effective as of the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plan, the “Target Option Plans”). At the Effective Time, each option vesting schedules of all outstanding in-the-money options to purchase Target Capital Common Stock that was granted under a Target Option Plan and is outstanding immediately prior to the Effective Time (each a “Target Option”) shall be assumed accelerated in full in accordance with the Target Incentive Plan, and each option to purchase shares of Target Capital Stock (whether vested or unvested) that has not been exercised as of the Effective Time will be cancelled and extinguished without any conversion thereof. At the Closing, Acquiror shall pay or cause the Surviving Corporation to pay the amounts respecting Target Options as set forth on the Target Capitalization Spreadsheet to Administaff Companies II, L.P. (“Administaff”) on behalf of the respective parties identified on the Target Capitalization Spreadsheet in satisfaction of all amounts payable by Target to any holder of Target Options as a result of the Merger and transactions contemplated by this Agreement (collectively such payments, together with all withholding, deductions and Taxes (including employer Taxes) associated with such payments payable by Acquiror and converted into an option or the Surviving Corporation in connection therewith, the “Target Option Payments”). For the purposes of clarity, all employer Taxes, withholding amounts, or similar costs of Target (an “Assumed Option”including as the Surviving Corporation) associated with the payment of any consideration pursuant to purchase (1) the Target Option Payments, shall be included as liabilities in calculating the case Actual Adjusted Closing Working Capital. Target shall use its commercially reasonable efforts to cause each holder of a Target Option to purchase shares enter into an Option Cancellation Agreement in the form attached as Exhibit N hereto (the “Option Cancellation Agreement”). Upon the receipt by Acquiror of Target Common Stockan Option Cancellation Agreement, the number of shares of Acquiror Common Stock equal to the product holder of the number of shares of Target Common Stock that were issuable upon exercise of such applicable Target Option immediately prior shall become entitled to receive the Effective Time multiplied applicable Target Option Payment, without interest, less all applicable tax withholdings and other deductions (which shall be withheld and paid by the Conversion Ratio, rounded down to the nearest whole share, and (2) in the case of a Surviving Corporation). Target Option Payments shall not be subject to purchase shares increase or decrease as a result of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Target Option immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined inany Working Capital Adjustment.

Target Stock Options. (a) At the Effective TimeTarget and Purchaser shall take all action reasonably necessary so that, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plan, the “Target Option Plans”). At immediately prior to the Effective Time, each stock option to purchase (the "Target Capital Stock that was Options") heretofore granted or granted after the date hereof in compliance with the provisions hereof under a any stock option or similar plan of Target (the "Target Stock Option Plan Plans") and is outstanding immediately prior to the Effective Time (a “shall become vested and exercisable as of the Effective Time pursuant to the terms of such Target Option”) Stock Options and shall be assumed by Acquiror and converted into an option (an “Assumed Option”) to purchase (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of shares of Acquiror Purchaser Common Stock (a "Converted Option") equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of subject to such Target Stock Option immediately prior to the Effective Time multiplied by twice the Conversion Ratio, Exchange Ratio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share, ). The terms and (2) in the case of a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product conditions of the number of shares of Target Common Stock that were issuable upon Converted Option shall otherwise remain the conversion same as the terms and conditions of the Target Preferred Stock issuable upon Option, except that the exercise price per share of each Converted Option shall equal the exercise price per share of such Target Stock Option immediately prior to divided by twice the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share Exchange Ratio (provided that such exercise price of each Assumed Option shall be equal to the quotient obtained by dividing the per share exercise price of the corresponding Target Option immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies ). Purchaser shall take all corporate action necessary to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the reserve for issuance a sufficient number of shares purchasable of Purchaser Common Stock for delivery upon exercise of the Converted Options. Purchaser shall use its reasonable best efforts to cause the registration of the shares of Purchaser Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, on the same date as the Form S-4 is declared effective; and, thereafter, Purchaser shall file one or more registration statements on appropriate forms with respect to shares of Purchaser Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Target and Purchaser shall take all such steps as may be required to cause the transactions contemplated by this Section 1.9 and any other dispositions of Target equity securities (including derivative securities) or acquisitions of Purchaser equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Target or (ii) at the Effective Time will become a director or officer of Purchaser to become exempt under Rule 16b-3 promulgated under the Exchange Act. As soon as practicable after the Effective Time, Purchaser shall deliver or cause to be delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to such Assumed the Target Stock Option Plan and agreements evidencing the terms and conditions of exercise grants of such Assumed Option shall be determined inConverted Options, after giving effect to the transactions hereunder.

Target Stock Options. (a) At The Target shall take such action as shall be required so that, no later than later than eight (8) Business Days prior to the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) and 2002 Stock Incentive Plan (the “2002 Option Plan” and together with the 2001 Option Plan, the “holder of each Target Option Plans”that is vested (after giving effect to any vesting acceleration occurring at the Effective Time by nature of the transactions contemplated herein), unexpired, unexercised and then outstanding shall be notified of his or her opportunity to exercise such Target Option prior to the Effective Time and participate in the Merger as a Stockholder. At the Effective Time, each option to purchase Target Capital Stock that was granted under a Vested Target Option Plan that (i) is unexpired, unexercised and is outstanding as of immediately prior to the Effective Time Time, and (ii) has a per share exercise price less than the Common Per Share Amount (an “Eligible Vested Target Option”) shall be assumed ), shall, subject to the other conditions set forth in this Agreement, be, by Acquiror virtue of the Merger and converted into an option (an “Assumed Option”) to purchase (1) in without any action on the case part of a Acquiror, Merger Sub, Target, the holder of the Eligible Vested Target Option or any other Person, cancelled, and each holder of an Eligible Vested Target Option shall cease to purchase shares have any rights with respect thereto other than, subject to the execution and delivery to Acquiror of an Option Acknowledgement by the Closing Option Acknowledgement Deadline for those Persons listed on Schedule 7.27.2(z), and for all other holders of Vested Target Common StockOptions, the number date that is the earlier of shares (A) twenty (20) Business Days following the Closing Date and (B) December 23rd of Acquiror Common Stock the calendar year in which the Closing Date occurs (such date, the “Second Option Acknowledgement Deadline”), the right to receive on the terms of the Option Acknowledgment, subject to applicable withholding, (A) an amount in cash, without interest, equal to the product of (1) the aggregate number of shares of Target Common Capital Stock that were issuable upon exercise of subject to such Eligible Vested Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share, and (2) in the case of a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product excess of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing Per Share Amount over the per share exercise price under such Eligible Vested Target Options, and (B) any amounts that may become payable in respect of such Eligible Vested Target Options in the future from the Escrow Consideration or Expense Fund Amount in accordance with Section 9, if, as and when such release is required to be made as provided in this Agreement. For holders of Eligible Vested Target Options who are subject to United States taxes, for the purposes of reporting compensation income and calculating the applicable income and employment tax withholding with respect to the payments to the holders of Eligible Vested Target Options pursuant to the Option Acknowledgements, the applicable information reporting and the timing and amounts subject to income and employment tax withholding shall be based upon the amounts actually received by the holders of such Eligible Vested Target Options. For holders who are not subject to United States taxes, the immediately preceding sentence applies, except to the extent otherwise required by applicable Law. The amounts in (A)-(B) above, the “Option Cash-out Payment”. After the Effective Time, the holder of each Eligible Vested Target Option shall only be entitled to the Option Cash-Out Payment with respect to such Vested Target Option. For the sake of clarity, a Vested Target Option that has a per share exercise price equal to or in excess of the corresponding Target Common Per Share Amount, or is held by a Person who does not timely execute and deliver an Option immediately prior to the Effective Time Acknowledgement by the Conversion RatioSecond Option Acknowledgement Deadline, rounded up to the nearest whole cent; provided, however, that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and the terms and conditions of exercise of such Assumed Option shall be determined incanceled without any consideration.

Target Stock Options. (a) At Prior to the Effective Time, Acquiror will assume Target’s 2001 Stock Incentive Plan (the “2001 Option Plan”) ATC and 2002 Stock Incentive Plan (the “2002 Option Plan” Target shall take such action as may be necessary to cause each unexpired and together with the 2001 Option Plan, the “Target Option Plans”). At the Effective Time, each unexercised option to purchase Target Capital Common Stock from Target or any of its Subsidiaries that was granted under a Target Option Plan and is outstanding immediately prior to the Merger and that will not expire if not exercised prior thereto, a true, correct and complete list of which, as of the date of this Agreement, is set forth in Section 6.9 of the Target Disclosure Schedule (each, a "Target Option" and collectively, the "Target Options") to be automatically converted at the Effective Time (a “Target Option”) shall be assumed by Acquiror and converted into an option (each, an “Assumed "ATC Option”" and collectively, the "ATC Options") to purchase (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of shares of Acquiror ATC Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon exercise of such which the holder is entitled to purchase under the Target Option immediately prior to the Effective Time multiplied by the Conversion Exchange Ratio, rounded down to the nearest whole share, and (2) in the case of at a Target Option to purchase shares of Target Preferred Stock, the number of shares of Acquiror Common Stock equal to the product of the number of shares of Target Common Stock that were issuable upon the conversion of the Target Preferred Stock issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share. The price per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing (a) the per share option exercise price determined pursuant to the Target Option, by (b) the Exchange Ratio. Each ATC Option will otherwise have the same terms and conditions as the Target Option exchanged therefor, including acceleration and period of exercise, and, with respect to Target Options that are "incentive stock options" under the Code at the Effective Time, will contain such terms as are necessary to preserve such status following the conversion described herein. At the Effective Time, ATC will execute and deliver to each holder of an ATC Option a document evidencing ATC's assumptions of Target's obligations under the Target Option and all references in the stock option agreements to Target shall be deemed to refer to ATC. As of the corresponding Effective Time, ATC shall assume all of Target's obligations with respect to the Target Options as so amended and shall, from and after the Effective Time, have reserved for issuance upon exercise of the ATC Options all shares of ATC Common Stock covered thereby and shall file a Registration Statement on Form S-8 to register under the Securities Act the shares of ATC Common Stock subject to the ATC Options granted in replacement of Target Options. ATC shall take all actions reasonably necessary to maintain the effectiveness of such Registration Statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such ATC Options remain outstanding. ATC shall also use its reasonable business efforts to list, subject to official notice of issuance, all shares of ATC Common Stock subject to the ATC Options on The New York Stock Exchange and/or such other exchanges or trading markets on which the ATC Common Stock is then listed or traded. No fractional shares of ATC Common Stock will be issued upon the exercise of any ATC Option, and instead the exercising holder of such ATC Option immediately shall receive cash for any fractional share amounts, based on the fair market value of the ATC Common Stock at the time of exercise. To the extent that any former holder of Target Options is terminated by ATC or its Subsidiaries other than for cause subsequent to the Effective Time, ATC shall provide such holder with the opportunity to effect a broker-assisted cashless exercise, to the extent exercisable at the time of such termination, of the ATC Options then held by such holder prior to the Effective Time by expiration of such options. The foregoing provision is intended to be for the Conversion Ratiobenefit of, rounded up and shall be enforced by, the holders of Target Options and subject to the nearest whole cent; provided, however, that if Section 421 provisions of the Code applies to such plans governing the Target Option by reason of its qualification under Section 422 of the CodeOptions, then the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option their heirs and the terms personal representatives and conditions of exercise of such Assumed Option shall be determined inbinding upon ATC and its successors and assigns.