Treatment of Restricted Stock Awards. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt resolutions that provide that, immediately prior to the Effective Time and contingent upon the Merger, (i) each outstanding award of Shares that is subject to vesting or a risk for forfeiture (each, a “Restricted Stock Award”) granted pursuant to a Company Stock Plan shall be fully vested; provided, however, that each Restricted Stock Award (or portion thereof) that is subject to performance-based vesting conditions shall be deemed to be vested at the target level and (ii) each Share subject to a Restricted Stock Award shall be treated as set forth in Section 2.01(a), above and entitled to receive the Merger Consideration as described in such section (such amounts payable hereunder, the “Restricted Stock Payments”) (less any required Tax withholdings as provided in Section 2.05).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)
