Treatment of Equity Awards and Espp. (a) Substantially concurrently with the approval of this Agreement by the Company Board, the Compensation Committee of the Company Board has taken all actions so that (i) each option to acquire Shares granted under the Genelabs Technologies, Inc. 1995 Stock Option Plan, Genelabs Technologies, Inc. 2001 Stock Option Plan and Genelabs Technologies, Inc. 2007 Omnibus Stock Incentive Plan, or any other Company stock plan (the “Company Stock Plans” and each such option, an “Option”), that is outstanding and unexercised, whether vested or unvested immediately prior to the Closing shall, by virtue of the occurrence of the Closing and without any action on the part of Purchaser, the Company or the holder thereof, be cancelled and shall solely represent the right to receive from the Purchaser in exchange, at the Closing or as soon as practicable thereafter, an amount in cash equal to the product of (y) the number of Shares subject to such Option and (z) the excess, if any, of the Offer Price, without interest, over the exercise price per Share subject to such Option, less any required withholding Taxes; and (ii) that each Option that is outstanding and unexercised, whether vested or unvested, shall be amended such that each such Option shall not be exercisable during the period commencing upon acceptance by Purchaser of Shares tendered in the Offer and ending on twelve days following (and including) such date.
(b) For the avoidance of doubt, pursuant to such action of the Compensation Committee of the Company Board described in clause (a)(i), if the exercise price per Share of an Option, whether vested or unvested as of the Closing, is equal to or greater than the Offer Price, then by virtue of the occurrence of the Closing and without any action on the part of Purchaser, the Company or the holder thereof, the Option will be cancelled without payment of any consideration to the holder.
(c) Substantially concurrently with the approval of this Agreement, the Compensation Committee of the Company Board or the Company Board has taken any and all actions with respect to the Company’s 2001 Employee Stock Purchase Plan (the “ESPP”) as are necessary to provide that: (i) all offering periods under the ESPP shall be terminated on November 5, 2008 and no further offering periods will commence prior to the Closing, (ii) after the date hereof, no participant in the ESPP shall be entitled to increase the rate of his or her payroll deductions into his or her account under the ESP...
Treatment of Equity Awards and Espp. (a) Substantially concurrently with the approval of this Agreement, the Compensation Committee of the Company Board has taken all actions so that each option to acquire Shares granted under any Company Stock Plan (an “Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the purchase of Shares pursuant to the Offer (the “Purchase Time”) shall, by virtue of the occurrence of the Purchase Time and without any action on the part of Purchaser, the Company or the holder thereof, be terminated and shall solely represent the right to receive from the Company in exchange, at the Purchase Time or as soon as practicable thereafter, an amount in cash equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Offer Price, without interest, over the exercise price per Share subject to such Option, less any required withholding Taxes. For the avoidance of doubt, pursuant to such action of the Compensation Committee of the Company Board, if the exercise price per Share of an Option is equal to or greater than the Offer Price, then by virtue of the occurrence of the Purchase Time and without any action on the part of Purchaser, the Company or the holder thereof, the Option will be cancelled without payment of any consideration to the holder.
(b) Substantially concurrently with the approval of this Agreement, the Compensation Committee of the Company Board or the Company Board has taken any and all actions with respect to the Company’s Employee Stock Purchase Plan (the “ESPP”) as are necessary to provide that: (i) all offering periods under the ESPP will be suspended following the close of the offering period that is in effect as of the date of this Agreement (it being understood that such current offering period ends on December 31, 2006), such that no further offering periods will commence prior to the Purchase Time, and (ii) the ESPP will terminate, effective immediately as of the Purchase Time, except that all administrative and other rights and authorities granted under the ESPP to the Company, the Company Board or any committee or designee thereof shall remain in effect and reside with the Company following the Purchase Time.
(c) The Company Stock Plan shall terminate as of the Purchase Time, and any and all rights under any provisions in any other plan, program or arrangement, including any Company Plan, providing for the issuance or grant of any other interest in respect of th...
Treatment of Equity Awards and Espp. (a) At the Effective Time, each outstanding, unexercised Company Option that is vested at the Effective Time, or that vests as a result of the consummation of the Contemplated Transactions (each, a “Vested Company Option”) and has an exercise price per Share that is less than the Per Share Price shall, without any action on the part of Parent, the Company or the holder thereof, be cancelled and converted automatically into the right to receive (i) an amount (without interest) in cash, equal in value to (A) the total number of Shares subject to the Vested Company Option multiplied by (B) the excess, if any, of the Per Share Price over the exercise price per Share underlying such Vested Company Option, less applicable Taxes required to be withheld with respect to such payment (the “Closing Vested Company Option Consideration”), and (ii) a CVR (together, the “Vested Company Option Consideration”). The Closing Vested Company Option Consideration shall be paid to (i) any holders who are employees or former employees of the Company through payroll, less applicable withholdings and deductions within 30 days following the Closing and (ii) all other holders, through the Company’s accounts payable. At the Effective Time, each Vested Company Option that has an exercise price per Share that is greater than or equal to the Per Share Price will be cancelled immediately for no consideration or payment and without any further action on the part of any Person. Following the Effective Time, no Vested Company Option shall remain outstanding, and each former holder of a Vested Company Option shall cease to have any rights with respect thereto, except for the right (if any) to receive the Vested Company Option Consideration in exchange for such Vested Company Option in accordance with this Section 3.4(a).
(b) At the Effective Time, each Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) shall, without any action on the part of Parent, the Company or the holder thereof, be cancelled immediately for no consideration or payment. Following the Effective Time, no Unvested Company Option shall remain outstanding, and each former holder of a Unvested Company Option shall cease to have any rights with respect thereto.
Treatment of Equity Awards and Espp
