Treatment of Options and Restricted Stock. Upon termination of Executive’s employment with the Company pursuant to Section 6.2 hereof, Executive shall forfeit all rights and interests to any unvested options, unvested shares of restricted stock or other unvested equity awards (including, without limitation, all unvested Options and shares of Restricted Stock), then held by Executive, except for any options, shares of restricted stock, or other awards that would otherwise vest within three (3) months of the date of termination.
Treatment of Options and Restricted Stock. (a) Prior to the Effective Time, the Company shall (i) take such actions as may be necessary so that all Options shall be (A) duly exercised and shares of Common Stock issued in respect of the Option in accordance with the terms of the applicable Option agreement prior to the Effective Time, (B) surrendered and cancelled as of the Effective Time and converted into the right to receive the Option Consideration payable in cash to the holder thereof, without interest thereon, pursuant to this Section 2.5 upon delivery by the holder of an Option of an executed option surrender agreement, which agreement shall be effective as of the Effective Time, in the form attached hereto as Exhibit C (an “Option Surrender Agreement”) in exchange for the payments described, and in accordance with the procedures set forth, in this Section 2.5 or (C) terminated as of immediately prior to the Effective Time; and (ii) take such actions as may be necessary so that all Common Shares that are unvested or are subject to a repurchase option in favor of the Company (the “Restricted Shares”) shall be accelerated as of immediately prior to the Effective Time and shall, by virtue of the Merger, be converted into the right to receive the portion of the Stock Consideration payable pursuant to Section 2.1(c) of this Agreement with respect to Common Shares. The installment payments received by a holder of an Option under this Section 2.5(a) are intended to be separate “payments” for purposes of Section 409A of the Code and the guidance and regulations thereunder.
(b) At the Effective Time, each Option that is then outstanding (whether such Option is vested or unvested, but only to the extent it has not yet been exercised as of such time) shall be cancelled and converted into the right to receive the Option Consideration, subject to withholding as provided in Section 2.2(g). After the Effective Time, any such cancelled Option shall no longer be exercisable by the holder thereof for Company Shares (or any other equity security), but shall only entitle such holder to the Option Consideration described in the preceding sentence.
(c) The Buyer shall cause the Surviving Corporation to pay as promptly as practicable (and in any event, no later than the next payroll date of the Surviving Corporation) to each holder of Options the applicable Closing Option Consideration in accordance with the
Treatment of Options and Restricted Stock. Upon termination of the Executive's employment with the Company pursuant to Section 5.1 hereof, Executive shall forfeit all rights and interests to any unvested Options, unvested shares of Restricted Stock or other unvested equity awards, then held by the Executive and (a) in the event of term a termination pursuant to Section 5.1(c) all vested Options shall terminate one (1) day following such termination and (b) in the event of a termination pursuant to Section 5.1(d), all vested Options shall terminate sixty (60) days following such termination.
Treatment of Options and Restricted Stock. (a) Each option to purchase Shares of Company Common Stock granted under any Company Plan (collectively, the "Options") that is outstanding and unexercised (whether or not then exercisable), shall become fully vested and exercisable immediately prior to the Effective Time, and to the extent not exercised, shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive an amount in cash equal to the product of
(i) the excess, if any, of (1) the Cash Value of the Offer Price, over (2) the exercise price per share of Company Common Stock subject to such Option, and (ii) the total number of shares of Company Common Stock subject to such fully vested and exercisable Option as in effect immediately prior to the Effective Time (the "Option Consideration") that have not been exercised. The Option Consideration shall be paid in a lump sum within five (5) Business Days following the Effective Time. No later than five (5) days prior to the Effective Time, the Company shall notify all holders of Options ("Option Holders") that such Options will become fully vested and exercisable immediately prior to consummation of the Merger and the Options will be canceled in exchange for the right to receive the Option Consideration if not exercised prior to the Effective Time. No Option Consideration will be paid with respect to any Option that has an exercise price equal to or greater than the Cash Value of the Offer Price.
(b) Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock issued pursuant to any Company Plans or otherwise (the "Restricted Stock") shall become fully vested and all restrictions on the Restricted Stock shall lapse. Such Shares of Company Common Stock subject to the Restricted Stock shall be converted into the right to receive Merger Consideration pursuant to Article 2, and Parent shall withhold such amounts as are necessary in accordance with Section 1.3(c).
(c) All amounts payable pursuant to this Section 1.3 shall be reduced by any required withholding of taxes in accordance with Section 2.3 and shall, except as otherwise provided in this Section 1.3, be paid without interest. The Company shall take all actions as are necessary and appropriate to effectuate the cancellation of the Options and the vesting of the Restricted Stock pursuant to this Section 1.3.
Treatment of Options and Restricted Stock. If Executive's ----------------------------------------- employment hereunder is terminated for any reason, Executive's rights and obligations with respect to any outstanding restricted stock or option grants shall be as set forth in the applicable grant document and plan governing such grant except as expressly modified by this Agreement.
Treatment of Options and Restricted Stock. (a) The Company shall take all actions (including obtaining any required consents) necessary to provide that, immediately prior to the Effective Time, each outstanding option to purchase Shares granted under the Company Stock Plans (each a “Company Option” and collectively the “Company Options”), whether or not then exercisable or vested, shall become fully exercisable and vested. At the Effective Time each Company Option that is outstanding immediately prior to the Effective Time shall be deemed exercised and automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Shares for which such Company Option was exercisable immediately prior to the Effective Time and (y) the excess, if any, of the Merger Consideration less the per Share exercise price of such Company Option (the “Option Consideration”) after which it shall be cancelled and extinguished.
(b) The Company shall take all actions necessary to provide that, immediately prior to the Effective Time, each unvested Share subject to restrictions and forfeiture granted pursuant to the Company Stock Plans (“Restricted Stock”) shall become fully vested and subject to the provisions of this Agreement related to issued and outstanding Shares.
(c) All amounts payable pursuant to this Section 3.4 (including with respect to Restricted Stock) shall be subject to any required withholdings of taxes and shall be paid without interest.
Treatment of Options and Restricted Stock. Each option to purchase Shares of Company Common Stock granted under any Company Plan (collectively, the “Options”) that is outstanding and unexercised (whether or not then exercisable), shall become fully vested and exercisable immediately prior to the Effective Time, and to the extent not exercised, shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive an amount in cash equal to the product of (i) the excess, if any, of (1) the Cash Value of the Offer Price, over (2) the exercise price per share of Company Common Stock subject to such Option, and (ii) the total number of shares of Company Common Stock subject to such fully vested and exercisable Option as in effect immediately prior to the Effective Time (the “Option Consideration”) that have not been exercised. The Option Consideration shall be paid in a lump sum within five (5) Business Days following the Effective Time. No later than five (5) days prior to the Effective Time, the Company shall notify all holders of Options (“Option Holders”) that such Options will become fully vested and exercisable immediately prior to consummation of the Merger and the Options will be canceled in exchange for the right to receive the Option Consideration if not exercised prior to the Effective Time. No Option Consideration will be paid with respect to any Option that has an exercise price equal to or greater than the Cash Value of the Offer Price.”
Treatment of Options and Restricted Stock. All vested Company stock options held by the Executive as of the Termination Date shall continue to be and shall remain fully exercisable in accordance with the terms of the applicable awards until the earlier of (i) the closing date (the “Closing Date”) of the transactions contemplated by the Merger Agreement dated February 23, 2007, between the Company and Xxxxxxxx Colony Partners, LLC (the “Merger Agreement”), at which time such options would be cashed out pursuant to the terms of the Merger Agreement, and (ii) the expiration of the Term of Engagement under the Consulting Agreement (as defined below), or such shorter period to the extent limited by Section 409A of the Internal Revenue Code. In addition, all Company restricted stock held by the Executive as of the Termination Date shall continue to vest in accordance with the terms of the applicable awards until the earlier of (i) the Closing Date, at which time such restricted stock would be cashed out pursuant to the terms of the Merger Agreement, and (ii) the expiration of the Term of Engagement under the Consulting Agreement.
Treatment of Options and Restricted Stock. (a) At or immediately prior to the Effective Time, each outstanding stock option (each, an "Option") to purchase Shares granted under any of the Option Plans, whether or not vested, shall be canceled and holders of such Options with an exercise price below the Effective Time Option Consideration (as defined herein) (the "Cash Out Options") shall receive from the Surviving Corporation (subject to any applicable withholding taxes) an amount equal to the Base Merger Consideration plus any Option Consideration Adjustments (as defined herein) received prior to the Effective Time ("Effective Time Option Consideration") in respect of the number of Shares subject to such Options; provided that the Effective Time Option Consideration for each Share shall be reduced by the exercise price for such Option; provided, further that, notwithstanding any action taken pursuant to Section 6.07(a) hereof, for purposes of this Agreement, each Option will be considered vested upon the occurrence of the Merger without regard to the applicable Option Plan or option agreement or any performance-based criteria. Each Option whether vested or unvested that has an exercise price equal to or greater than the Effective Time Option Consideration shall be canceled as of the Effective Time without consideration; provided that holders of such Options at the Effective Time shall retain the right to receive any Option Consideration Adjustments following the Effective Time only on the terms and to the extent provided in this Section 2.06. Holders of Cash Out Options shall be entitled
Treatment of Options and Restricted Stock. (a) At or immediately prior to the Effective Time, each outstanding stock option (each, an "Option") to purchase shares granted under any of the Option Plans held by any person other than a Continuing Stockholder, whether or not vested, shall be cancelled, and holders of such Options with an exercise price below the Merger Consideration shall receive from the Surviving Corporation (subject to any applicable withholding taxes) an amount per Option equal to the Merger Consideration less the exercise price for such Option. Options held by Continuing Stockholders shall not be affected or modified pursuant to this Agreement, but shall be subject to the provisions of the stockholder agreement contemplated by the Exchange and Voting Agreement.
(b) Each share of restricted stock granted under any of the Option Plans ("Restricted Stock") held by any person other than a Continuing Stockholder or an individual who is not offered continuing employment shall be converted into the right to receive an amount equal to the Merger Consideration and, notwithstanding the existing restrictions with respect to such Restricted Stock, such restrictions with respect to 50% of such amounts shall lapse on the first anniversary of the Effective Time and such restrictions with respect to the remaining 50% of such amounts shall lapse on the second anniversary of the Effective Time. Such amounts shall bear interest from the Effective Time to the date of payment at the simple annual rate equal to the rate for U.S. Treasury Notes with a one year maturity as of the Effective Time, which rate shall be reset monthly on the one-month anniversary to the Effective Time. Restricted Stock held by Continuing Stockholders which shall have been exchanged for Class A Preferred Stock pursuant to the Exchange and Voting Agreement, shall be converted into the right to receive the Class A Merger Consideration pursuant to Section 2.04(d) and shall be subject to the provisions of the stockholders agreement contemplated by the Exchange and Voting Agreement. Restricted Stock held by an individual who is not offered continuing employment shall have their Restricted Stock accelerated and paid out on the Closing Date.
(c) Prior to the Effective Time, the Board of Directors and (i) the Key Executive Stock Option Plan Committee shall have taken all necessary action with respect to the Option Plans to give effect to the provisions of this Section 2.06(a) and (b) and (ii) shall not have taken any action to determin...
