Treatment of Outstanding Stock Options. Your issued and outstanding stock options under the Company’s Amended and Restated 2004 Equity Incentive Plan and the 2013 Equity Incentive Plan will continue to vest in accordance with their terms during the Service Period. Provided that neither party terminates your part-time service to the Company as contemplated by this letter prior to December 22, 2017, the exercise period for any vested and unexercised stock options shall be deemed extended until the later of (i) December 31, 2018, or (ii) nine (9) months following your termination of continuous service to the Company.
Treatment of Outstanding Stock Options. Notwithstanding anything to the contrary in the Employment Agreement or any stock option agreement, subject to Executive’s compliance with all the terms and conditions of this Agreement:
(a) each outstanding stock option held by Executive as of the Departure Date (each, an “Option” and collectively, the “Options”) shall automatically become vested and exercisable by an additional eighteen (18) months from the Departure Date (or, if less than eighteen (18) months of vesting then remains under an Option, by the remaining vesting period for such Option) (the “Vesting Acceleration”). As of the Departure Date, Executive understands and agrees that vesting of all Options shall cease (taking into account the Vesting Acceleration), and the unvested portions of the Options shall automatically terminate and not become exercisable. Exhibit B lists each Option held by Executive as of the date of this Agreement and the extent to which such Option shall be vested as of the Departure Date, taking into account the Vesting Acceleration, and the extent to which such Option shall terminate as of the Departure Date; and
(b) except for any later expiration date provided by paragraph 3.2 herein, each Option (or portion thereof) vested as of the Departure Date (including as a result of the Vesting Acceleration) (each, a “Vested Option”) shall remain exercisable until the earlier of (i) three (3) years from the Departure Date and (ii) the latest day upon which the Option would have expired by its original terms under any circumstances. In all other respects, the original terms of the Options continue to apply.
Treatment of Outstanding Stock Options. The Executive shall be entitled to continue to hold, and be credited with vesting service respect to, all stock options that were outstanding on July 31, 2000.
Treatment of Outstanding Stock Options. Executive currently holds outstanding stock options to purchase an aggregate of 1,176,000 shares of common stock of the Company pursuant to stock option award agreements entered into under the Company’s equity compensation plans. As of the Transition Date, vested stock options to purchase 882,000 shares of the common stock of the Company and unvested stock options to purchase 294,000 shares of common stock of the Company were outstanding and held by Executive. Except for the foregoing stock options, Executive hereby acknowledges and agrees that Executive does not have any other rights with respect to any compensatory equity awards in the Company or its affiliates, provided that nothing contained herein shall be construed as a waiver in any respect of any rights that Executive has with respect to any vested shares of common stock of the Company held by Executive. The foregoing stock options shall continue to remain outstanding and become vested and exercisable during the Engagement on the same basis as if Executive remained in the continued employment of the Company in accordance with all of the terms and conditions of the applicable Company equity plan and stock option award agreement under which each outstanding stock option held by Executive was granted. Upon termination of the Engagement for any reason, (a) each vested stock option will remain exercisable following termination of the Engagement for the remainder of the maximum stated term of such vested stock option, and thereafter, will be automatically cancelled and forfeited without any consideration being paid in respect thereof and without any further action of the Company, and (b) each unvested stock option will be automatically cancelled and forfeited without any consideration being paid in respect thereof and without any further action of the Company. To the extent that any provision of this Section 1(c) conflicts with or is inconsistent with the provisions of the applicable stock option award agreement, the provisions of this Section 1(c) shall govern and control, and shall be deemed to amend the applicable stock option award agreement to the extent necessary to eliminate any such conflict or inconsistency.
Treatment of Outstanding Stock Options. Notwithstanding any contrary term contained in any equity incentive plan of the Company or in any stock option agreement between Executive and the Company, each option to purchase securities of the Company held by the Executive on the Retirement Date will become fully vested and immediately exercisable and will remain exercisable for the lesser of its remaining term, or the two year period beginning on the Retirement Date.
Treatment of Outstanding Stock Options. Effective immediately prior to Consultant’s termination of employment, Consultant shall be immediately and fully vested in all outstanding stock options of the Company (the “Stock Options”). The Stock Options shall remain exercisable for a period of twelve (12) months following the end of the Consulting Period or twelve (12) months following the termination of Consultant’s engagement as a consultant pursuant to Section 9, whichever is earlier.
Treatment of Outstanding Stock Options. The Company shall accelerate, effective as of the Closing Date, the vesting and exercisability of all then-outstanding Class A Common Stock Options. Subject to the terms and conditions hereof, effective as of the Closing, each then-outstanding Class A Common Stock Option that is not exercised prior to the Closing shall be automatically cancelled in exchange for the right to receive, in cash, as provided for in the Funds Flow Memorandum (A) the applicable Option Closing Consideration in respect thereof, and (B) any amounts which may become payable in respect of such Class A Common Stock Option pursuant to Section 2(g), Section 2(h), Section 11(e) and the Escrow Agreement (at such times and subject to such to contingencies as set forth herein and therein), in each case, without interest and subject to applicable tax withholdings. Prior to the Closing, the Company shall take all actions necessary or reasonably appropriate to effectuate the treatment of the Class A Common Stock Options contemplated by this Section 2(c). Notwithstanding anything to the contrary in this Agreement or the Escrow Agreement, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, no payments shall be made under this Agreement or the Escrow Agreement in respect of the Class A Common Stock Options after the fifth (5th) anniversary of the Closing Date.
Treatment of Outstanding Stock Options. The parties acknowledge that Busk currently holds options to purchase an aggregate of 1,495,677 shares of SANZ common stock (the “Options”), and that under the current terms of the applicable option agreements such Options will terminate three months after the cessation of Busk’s employment by SANZ, whether with or without cause. Each such Option Agreement is hereby amended to provide that, notwithstanding the earlier cessation of Busk’s employment, the Options shall terminate on September 30, 2005. The foregoing shall not be deemed to amend or otherwise alter any provision of any Option relating to the treatment of such Option in the event of a merger, consolidation or sale or similar corporate event applicable to SANZ.
Treatment of Outstanding Stock Options. Pursuant to the Merger Agreement, all Vested Options outstanding at the Effective Time will be cancelled and Deluxe will, or will cause Hostopia, as the surviving corporation, to pay each holder of any such Vested Option, promptly after the Effective Time, the applicable Settlement Amount (less any applicable tax withholdings). Holders of Vested Options will receive notice and an opportunity to exercise such Vested Options in advance of the Merger. · With respect to Unvested Options, the Merger Agreement provides that, on the Closing Date Hostopia will, at the direction of Deluxe, (a) accelerate and immediately and fully vest the Unvested Options and pay the Settlement Amount (less any applicable tax withholdings) promptly after the Effective Time, (b) provide for the cancellation of such Unvested Options, subject to the option holder’s consent, or (c) take such other action as may be deemed appropriate by Deluxe, subject to the option holder’s consent, if required. Deluxe may direct different treatment for different stock option holders. Hostopia expects that 77,852 Unvested Options will be accelerated and paid the Settlement Amount (less any applicable tax withholdings) promptly following the Effective Time and 285,000 Unvested Options will be cancelled. See “Interests of Hostopia’s Directors and Management in the Merger — Grant of Retention Bonus”. · As of June 27, 2008, there were options to purchase 542,297 shares of Hostopia common stock outstanding, representing 179,445 Vested Options and 362,852 Unvested Options (of which, Hostopia expects 77,852 will be accelerated and paid the Settlement Amount (less any applicable tax withholdings) promptly after the Effective Time). Using exchange rate information published by the Bank of Canada on June 26, 2008, the aggregate consideration to be received by option holders at or about the Effective Time is expected to be approximately $1,410,680, representing approximately $1,067,524 for Vested Options and approximately $343,156 for accelerated Unvested Options. · See “The Merger – Treatment of Outstanding Stock Options” for additional information. Appraisal Rights · Hostopia stockholders have the right under Delaware law to dissent from the adoption of the Merger Agreement and approval of the Merger, to exercise appraisal rights and to receive, in lieu of the Merger Consideration, payment in cash for the fair value of their shares of Hostopia common stock determined in accordance with Delaware law. · The fair ...
Treatment of Outstanding Stock Options. Pursuant to the Merger Agreement, all options to purchase shares of Hostopia common stock under the Stock Option Plans that are exercisable and are outstanding immediately prior to the Closing Date (the “Vested Options”) will be cancelled and Deluxe will, or will cause Hostopia, as the surviving corporation, to pay each holder of any such Vested Option, promptly after the Effective Time, cash in an amount (the “Settlement Amount”) (less any applicable tax withholdings) determined by multiplying:
