Common use of Treatment of Company Stock Options Clause in Contracts

Treatment of Company Stock Options. Each option (or portion thereof) outstanding immediately prior to the Effective Time to purchase shares of Company Common Stock (“Company Stock Option”) under any stock option plan of the Company, including the TeleCommunication Systems, Inc. Amended and Restated Stock Incentive Plan and any other prior plan agreement or arrangement of the Company (collectively, the “Company Equity Plan”), shall, at the Effective Time, automatically and without any required action on the part of the holder thereof, be canceled in consideration for the right to receive a cash payment with respect thereto equal to the product of (x) the total number of shares of Company Common Stock subject to such canceled Company Stock Option as of the Effective Time and (y) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to such canceled Company Stock Option, without interest (such amounts payable hereunder, the “Option Payments”); provided, however, that (1) any such Company Stock Option with respect to which the exercise price per share subject thereto is equal to or greater than the Per Share Merger Consideration shall be canceled in exchange for no consideration and (2) such Option Payments may be reduced by the amount of any required Tax withholdings as provided in Section 2.10(h). The Surviving Corporation shall cause each Option Payment to be paid, less any required Tax withholdings, as promptly as practicable following the Effective Time through its payroll systems. From and after the Effective Time, no Company Stock Option shall be outstanding and each Company Stock Option shall only entitle the holder thereof to the payment provided for in this Section 2.09(d)(i).

Treatment of Company Stock Options. Each option (or portion thereof) outstanding immediately prior Prior to the Effective Time Time, the Company shall take such action as may be necessary to cause each option for the purchase shares of Company Common Stock (a “Company Stock Option”) then outstanding, whether or not exercisable, under any stock option plan each of the Company’s 1993 Stock Plan, including the TeleCommunication Systems, Inc. Amended and Restated Company’s 1996 Stock Incentive Plan and any other prior plan agreement or arrangement of the Company Company’s 1998 Stock Plan (collectivelytogether, the “Company Equity PlanStock Plans”), shallto become (if not then fully exercisable) fully exercisable, at except for Company Stock Options held by employees who have been terminated prior to the Effective TimeTime or by holders who have failed to achieve performance standards necessary for the vesting of such Company Stock Options, automatically and without any required action on the part of the holder thereof, be canceled in consideration for each such Company Stock Option that is vested and exercisable shall thereafter represent the right to receive a cash payment with respect thereto equal to the product of (x) the total number of shares receive, for each share of Company Common Stock subject to such canceled Company Stock Option as of the Effective Time and (y) the excess, if any, of (A) the Per Share Merger Consideration over (B) the exercise price per share subject to such canceled Company Stock Option, without interest an amount in cash equal to the difference between (i) the Merger Consideration payable in respect of a share of Company Common Stock and (ii) the per share exercise price of such Company Stock Option, but only to the extent such difference is a positive number (such amounts payable hereunder, amount in cash as described above being hereinafter referred to as the “Option PaymentsConsideration”); provided, however, . The parties agree that (1) any such the cancellation of the Company Stock Option with respect to which the exercise price per share subject thereto is equal to or greater than the Per Share Merger Consideration shall be canceled Options in exchange for no consideration the right to receive the Option Consideration pursuant to Section 2.2 and Section 2.4 is a transaction properly allocable to the portion of the Company’s day occurring after the Closing pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and, consequently, shall be treated for Tax purposes as occurring at the beginning of the day following the Closing and any deductions resulting therefrom are properly reportable on Parent’s consolidated federal income tax return (2) such Option Payments may be reduced by the amount of and any required Tax withholdings as provided in Section 2.10(happlicable state or local income tax returns). The Surviving Corporation parties shall, and shall cause each Option Payment to be paidtheir respective Affiliates to, less any required report consistently with the foregoing for all Tax withholdings, as promptly as practicable following the Effective Time through its payroll systems. From and after the Effective Time, no Company Stock Option shall be outstanding and each Company Stock Option shall only entitle the holder thereof to the payment provided for in this Section 2.09(d)(i).purposes