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. 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. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall use commercially reasonable efforts to take all actions that are necessary and appropriate to cause that, immediately prior to the Effective Time, each unexpired and unexercised option to purchase Shares (an “Option”), under any stock option plan of the Company, including, without limitation, the 2004 Equity Incentive Plan for Non-Employee Directors, the 1999 Performance Plan, the 1994 Performance Plan, the 1994 Non-Employee Directors Stock Plan or any other plan, agreement or arrangement (the “Equity Plans”), whether or not then exercisable or vested, to be cancelled and, in exchange therefor, to have each former holder of any such cancelled Option to be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash (subject to any applicable withholding Tax as specified in Section 1.08) of an amount equal to the "In-the-Money Option Consideration" or the "Out-of-the-Money Consideration", as the case may be, as such terms are defined below (such amounts payable hereunder being referred to as the “Option Payment”). The "In-the Money Option Consideration" shall be the product of (i) the total number of Shares previously subject to an Option that has an exercise price less than the Merger Consideration and (ii) the excess of the Merger Consideration over the exercise price per Share previously subject to such Option. The "Out-of-the Money Consideration" shall be the product of (i) the total number of Shares previously subject to an Option that has an exercise price equal to or greater than the Merger Consideration and (ii) an amount to be determined by the Company, which shall not exceed $75,000 in the aggregate for all such out-of-the-money stock options. Such commercially reasonable efforts shall include the Company making a cash tender offer to purchase all outstanding Options on the Closing Date. From and after the Effective Time, any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payment, and the Company will use its commercially reasonable efforts to obtain all necessary consents to ensure that former holders of such Options will have no rights other than the right to receive the Option Payment. At the Effective Time, Parent shall deposit with the Surviving Corporation ...
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:
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. Any and all unvested options to acquire common stock of Presstek that had been previously granted to you shall terminate on the Effective Date. You may exercise any and all fully vested stock options on or before January 28, 2008. For vested options under the 2003 plan, there is no termination provision.
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.
Treatment of Outstanding Stock Options. Due to your continued service as the Company’s Chairman of the Board, your issued and outstanding stock options under the Company’s equity incentive plans will continue to vest subsequent to the Retirement Date in accordance with their terms.
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 ...
