Unexercisable Options Clause Samples
The Unexercisable Options clause defines which options granted under an agreement cannot currently be exercised by the holder. Typically, this clause specifies conditions such as vesting schedules, employment requirements, or other restrictions that must be met before the options become exercisable. For example, options may remain unexercisable until a certain period has elapsed or performance targets are achieved. The core function of this clause is to clarify the limitations on the holder’s ability to exercise options, thereby managing expectations and reducing disputes over when rights to purchase shares actually arise.
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Unexercisable Options. Except as specifically set forth below, if the Optionee’s employment with the Company is terminated for any reason, and if the Committee does not determine otherwise, any portion of the Option that has not become exercisable in accordance with the Vesting Schedule shall immediately be forfeited and shall terminate.
Unexercisable Options. As of the Effective Time, each outstanding option to purchase ▇▇▇▇▇▇▇▇-▇▇▇▇▇ common stock, other than an option granted under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation SharePlus Plan, that is held by a Transferred Employee (a “K-C Option”) shall, to the extent such K-C Option is not exercisable as of the Effective Time and the Transferred Employee is under age 55, be cancelled and replaced with a substitute option to purchase shares of Halyard common stock (“Halyard Option”), granted by Halyard under the Halyard 2014 Plan. The substitute Halyard Option shall have the same intrinsic value as the forfeited K-C Option, such that (i) the exercise price of such Halyard Option will be decreased by multiplying the exercise price of the K-C Option immediately prior to the Effective Time by a fraction (the “Halyard Ratio”), the numerator of which is the fair market value immediately following the Effective Time of the fractional amount of Halyard common stock received in dividend in the Distribution for one share of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ common stock and the denominator of which is the sum of (A) the fair market value of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ common stock immediately following the Effective Time and (B) the fair market value immediately following the Effective Time of the fractional amount of Halyard common stock received in dividend in the Distribution for one share of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ common stock, and (ii) the number of Halyard shares purchasable under each Halyard Option will be increased by dividing the number of K-C Option Shares that were forfeited at the Effective Time by the Halyard Ratio. Employment or service credited by ▇▇▇▇▇▇▇▇-▇▇▇▇▇ shall be taken into account in determining when such substitute Halyard Options become exercisable, and when they terminate. Except as otherwise provided herein, each substitute Halyard Option shall be exercisable upon the same terms and conditions as were applicable under the related K-C Option immediately prior to the Effective Time. For purposes of this Section 4.03(b), (i) the fair market value of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ common stock immediately following the Effective Time shall equal the opening price of ▇▇▇▇▇▇▇▇-▇▇▇▇▇’▇ common stock on The New York Stock Exchange for the first day in which Halyard common stock is traded on a regular way basis, and (ii) the fair market value of the above-referenced fractional amount of Halyard common stock immediately following the Effective Time shall equal the quotient of (a) the volume-weighted average price of Haly...
Unexercisable Options. Each outstanding option to purchase TXI Common Stock that is held by a Chaparral Business Employee (a “TXI Option”) shall, to the extent such TXI Option is not exercisable as of the Cessation Time, be cancelled and replaced with a substitute option granted by Chaparral to purchase from Chaparral shares of Chaparral Common Stock (a “Substitute Option”). The number of shares of Chaparral Common Stock subject to each Substitute Option and the exercise price per share will be calculated in accordance with the following formulas: Number of Substitute Options Shares = Number of TXI Option Shares / (Post-Spin Chaparral Closing Price / Pre-Spin TXI Closing Price) Exercise Price per Share = Post-Spin Chaparral Closing Price x Closing Price Ratio where
Unexercisable Options. As of the Cessation Time, each outstanding option to purchase K▇▇▇▇▇▇▇-▇▇▇▇▇ common stock, other than an option granted under the K▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Global Stock Option Plan, that is held by a Transferred Employee (an “Option”) shall, to the extent such Option is not exercisable as of the Cessation Time, be cancelled and replaced with a substitute option granted by Neenah Paper to purchase from Neenah Paper shares of Neenah Paper common stock. The exercise price of each such substitute option shall be equal to the exercise price of the existing Option multiplied by a fraction, the numerator of which is the closing price of Neenah Paper common stock as of the Distribution Date and the denominator of which is the closing price of K▇▇▇▇▇▇▇-▇▇▇▇▇ common stock as of the Distribution Date. The number of shares of Neenah Paper common stock subject to each such substitute option shall be equal to the number of shares subject to the existing Option multiplied by a fraction, the numerator of which is the closing price of K▇▇▇▇▇▇▇-▇▇▇▇▇ common stock as of the Distribution Date and the denominator of which is the closing price of Neenah Paper common stock as of the Distribution Date. Employment or service credited by K▇▇▇▇▇▇▇-▇▇▇▇▇ and its subsidiaries and affiliates and Neenah Paper shall be taken into account in determining when such substitute options become exercisable, and when they terminate. Except as otherwise provided herein, each substitute option shall be exercisable upon the same terms and conditions as were applicable under the related Option immediately prior to the Cessation Time.
Unexercisable Options. As of the Cessation Time, each outstanding option to purchase K▇▇▇▇▇▇▇-▇▇▇▇▇ common stock, other than an option granted under the K▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation Global Stock Option Plan, that is held by a Transferred Employee (an “Option”) shall, to the extent such Option is not exercisable as of the Cessation Time, be cancelled and replaced with a substitute option to purchase shares of Neenah Paper common stock, granted by Neenah Paper in accordance with FASB Interpretation No. 44 of APB Opinion No. 25