Common use of Target Stock Options Clause in Contracts

Target Stock Options. At the Effective Time, each of the then outstanding options to purchase Target Common Stock (collectively, the "Target Options") (consisting of all outstanding options granted under Target's 1988 Non-qualified Stock Option Plan, 1992 Non-qualified Stock Option Plan, 1993 Stock Option Plan, Directors Stock Option Plan and 2000 Directors' Stock Option Plan (collectively the "Target Plans"), and any individual non-Plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed and converted into an option to purchase that number of shares of Common Stock, $0.001 par value of Parent ("Parent Common Stock") determined by dividing the number of shares of Target Common Stock subject to such Target Option at the Effective Time by seven (7), at an exercise price per share of Parent Common Stock equal to the exercise price per share of such Target Option immediately prior to the Effective Time (provided that the exercise price per share of such Target Option immediately prior to the Effective Time shall be deemed to be $9.75 with respect to any Target Option the exercise price per share of which would otherwise have been greater than $9.75) multiplied by seven (7). If the foregoing calculation results in an assumed Target Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares, with no cash being payable for such fractional share. The term, exerciseability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms and conditions of the Target Options will otherwise be unchanged.

Target Stock Options. At the Effective Time, each of the then outstanding options to purchase Target Common Stock (collectively, the "Target OptionsTARGET OPTIONS") (consisting of all outstanding options granted under Target's 1988 Non-qualified Stock Option Plan, 1992 Non-qualified Stock Option Plan, 1993 Stock Option Plan, Directors Stock Option Plan and 2000 Directors' Stock Option Plan (collectively the "Target PlansTARGET PLANS"), and any individual non-Plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed and converted into an option to purchase that number of shares of Common Stock, $0.001 par value of Parent ("Parent Common StockPARENT COMMON STOCK") determined by dividing the number of shares of Target Common Stock subject to such Target Option at the Effective Time by seven (7), at an exercise price per share of Parent Common Stock equal to the exercise price per share of such Target Option immediately prior to the Effective Time (provided that the exercise price per share of such Target Option immediately prior to the Effective Time shall be deemed to be $9.75 with respect to any Target Option the exercise price per share of which would otherwise have been greater than $9.75) multiplied by seven (7). If the foregoing calculation results in an assumed Target Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares, with no cash being payable for such fractional share. The term, exerciseability, vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms and conditions of the Target Options will otherwise be unchanged.

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 of the then outstanding options option to purchase Target Common Capital Stock (collectively, the "Target Options") (consisting of all outstanding options that was granted under Target's 1988 Non-qualified Stock Option Plan, 1992 Non-qualified Stock Option Plan, 1993 Stock Option Plan, Directors Stock a Target Option Plan and 2000 Directors' Stock Option Plan is outstanding immediately prior to the Effective Time (collectively the "a “Target Plans"), and any individual non-Plan optionsOption”) will by virtue of the Merger, and without any further action on the part of any holder thereof, shall be assumed by Acquiror and converted into an option (an “Assumed Option”) to purchase that (1) in the case of a Target Option to purchase shares of Target Common Stock, the number of shares of Acquiror Common Stock, $0.001 par value Stock equal to the product of Parent ("Parent Common Stock") determined by dividing the number of shares of Target Common Stock subject to such Target Option at the Effective Time by seven (7), at an that were issuable upon exercise price per share of Parent Common Stock equal to the exercise price per share of such Target Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole share, and (provided 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 price per share of such Target Option immediately prior to the Effective Time shall be deemed to be $9.75 with respect to any Target Option the exercise price per share of which would otherwise have been greater than $9.75) multiplied by seven (7). If the foregoing calculation results in an assumed Target Option being exercisable for a fraction of a share of Parent Common StockConversion Ratio, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares, with no cash being payable for such fractional share. The termper 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, exerciseabilityrounded up to the nearest whole cent; provided, vesting schedulehowever, status as an "incentive stock option" that if Section 421 of the Code applies to such Target Option by reason of its qualification under Section 422 of the Code, if applicablethen the exercise price of the corresponding Assumed Option, the number of shares purchasable pursuant to such Assumed Option and all other the terms and conditions of the Target Options will otherwise exercise of such Assumed Option shall be unchanged.determined in

Target Stock Options. At the Effective Time, each of the then outstanding options to purchase Target Common Stock (collectively, the "“Target Options"”) (consisting of all outstanding options granted under Target's 1988 Non-qualified Stock Option Plan, 1992 Non-qualified Stock Option Plan, 1993 Stock Option Plan, Directors Stock Option Plan and 2000 Directors' ’s 2001 Stock Option Plan (collectively the "“Target Plans"Plan”), and any individual non-Plan options) will by virtue of the Merger, and without any further action on the part of any holder thereof, be assumed by Parent in accordance with the terms (as in effect as of the Effective Time) of the Target Plan and the stock option agreement by which such Target Option is evidenced, and thereupon such Target Options shall be converted into an option to purchase that number of shares of Common Stock, $0.001 par value the common stock of Parent ("“Parent Common Stock"”) determined by dividing multiplying the number of shares of Target Common Stock subject to such Target Option at the Effective Time by seven a fraction (7the “Applicable Ratio”), the numerator of which is $6.00 and the denominator of which is the average closing price of the Parent Common Stock as quoted on the Nasdaq Stock Market for the three (3) trading days immediately preceding the Closing Date (“Parent Stock Price”), at an exercise price per share of Parent Common Stock equal to $5.00 divided by the exercise price per share of such Target Option immediately prior Applicable Ratio rounded up to the Effective Time (provided that the exercise price per share of such Target Option immediately prior to the Effective Time shall be deemed to be $9.75 with respect to any Target Option the exercise price per share of which would otherwise have been greater than $9.75) multiplied by seven (7)nearest cent. If the foregoing calculation results in an assumed a Target Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number of shares, with no cash being payable for such fractional share. The term, exerciseability, and vesting schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other terms and conditions schedule of the Target Options will otherwise be unchanged. Within forty-five (45) days following the Closing, Parent and Cybex shall make all filings (including the filing of a registration statement on Form S-8), and take all other necessary and appropriate actions related thereto, with respect to all outstanding Target Options, which are assumed by Parent and converted into Parent options in connection with the Merger.