Unvested SARs Sample Clauses

Unvested SARs. Any portion of this SAR that is not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
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Unvested SARs. Except as provided in Section 3(f), upon termination of the Participant’s employment with the Company for any reason, any portion of the SARs then held by the Participant which is not vested and exercisable as of the effective date of such termination of employment shall be immediately cancelled and forfeited without regard to any statutory or common law notice or severance to which the Participant may be entitled.
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Unvested SARs. Each Company SAR award that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that is not a Vested Company SAR (each an “Unvested Company SAR”) shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Unvested Company SAR multiplied by (B) the excess, if any, of the Merger Consideration over the applicable per share exercise price under such Unvested Company SAR (the “Cash Replacement SAR Amounts”). The Cash Replacement SAR Amount for such cancelled Unvested Company SAR will be payable in accordance with the vesting terms of such Unvested Company SARs.
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Unvested SARs. Prior to the date that is the thirteenth (13th) month anniversary of the Closing Date, Purchaser shall deliver to Seller a written statement (the “Unvested SARs Statement”), together with reasonable supporting detail, setting forth a good faith (a) calculation of the actual amounts paid by the Company in settlement of the Closing Date Unvested SARs and the New Unvested SARs, (b) a calculation of the employer portion of all payroll and employment Taxes (including social security, Medicare and unemployment) related thereto, (c) the amount of any Unvested SARs that were forfeited due to the failure to satisfy restrictions and vesting arrangements under the SARs Plan (the “Forfeited Unvested SARs Amount”), (d) on such basis, a calculation of the Unvested SARs Settlement Amount, and (e) on such basis, a calculation of the Seller Unvested SARs Employer Tax Amount, if any. In the event that (x) the actual amounts paid by the Company in settlement of the Closing Date Unvested SARs (excluding the employer portion of all payroll and employment Taxes (including social security, Medicare and unemployment) related thereto) after taking into consideration the Forfeited Unvested SARs Amount, is greater than $10,000,000 or (y) the Company pays any amounts owing in respect of any New Unvested SARs (including the employer portion of all payroll and employment Taxes (including social security, Medicare and unemployment) related thereto), Seller shall promptly deliver the amount of such excess (in case of (x)) and the amounts owing in respect of any New Unvested SARs (in respect of (y)), together with the applicable portion of the employer portion of all payroll and employment Taxes (including social security, Medicare and unemployment) related thereto, to Purchaser by wire transfer of immediately available funds to the account(s) specified by Purchaser.
Sample 1
Unvested SARs. Subject to Section 3(b), any portion of this SAR that is not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
Sample 1
Unvested SARs. (i) All stock appreciation rights set forth on Exhibit H that are outstanding but unvested as of the Closing (other than those unvested stock appreciation rights held by the management employees listed on Exhibit J hereto) shall be cancelled without payment of consideration therefor in accordance with the applicable stock appreciation right agreement and plan. Buyers acknowledge that Deltek intends to adopt a retention bonus policy, which shall be reasonably satisfactory to Buyers, that shall be effective as of the Closing and that shall entitle each holder of a stock appreciation right set forth on Exhibit H, which was unvested as of the Closing and cancelled (other than the management employees listed on Exhibit J), to earn a bonus (a “Retention Bonus”) that shall be paid in four equal installments on the first, second, third and fourth anniversaries of the Closing so long as such holder (1) was employed by Deltek on the Closing Date, (2) is employed by Deltek or an Affiliate on the anniversary date when such payment is due and (3) has been continuously employed by Deltek or an Affiliate from the Closing Date until such anniversary date. Deltek shall calculate and communicate to Buyers for their review and approval (which will not be unreasonably withheld or delayed), the amount of each such holder’s Retention Bonus at least two (2) Business Days prior to the Closing Date, which amount shall be set forth opposite such holder’s name on a certificate which shall be provided to Buyers by Deltek on such date. After the Closing, Deltek shall make all Retention Bonus payments contemplated by such retention bonus policy in accordance with such bonus policy.
Sample 1
Unvested SARs. Each Company SAR that is unexpired, unexercised, and outstanding as of immediately prior to the Effective Time that is not a Vested Company SAR (the “Unvested Company SARs”) shall be cancelled and replaced with a right to receive an amount in cash, without interest, equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Unvested Company SAR multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price under such Unvested Company SAR, subject to any required withholding of Taxes (the “Cash Replacement Company SAR Amounts”), which Cash Replacement Company SAR Amounts will, subject to the holder’s continued service with the Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Unvested Company SAR for which such Cash Replacement Company SAR Amounts were exchanged would have vested pursuant to its terms. All Cash Replacement Company SAR Amounts will have the same terms and conditions (including, with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the award of Unvested Company SARs for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other administrative or ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Cash Replacement Company SAR Amounts.
Sample 1
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Related to Unvested SARs

  • Unvested Options Except where prohibited by Applicable Law, each Unvested Option held by a Continuing Employee shall, on the terms and subject to the conditions set forth in this Agreement, be assumed and converted by Acquirer (such Unvested Options assumed hereunder, the “Assumed Options”) in accordance with Section 409A of the Code and Section 424 of the Code, and the attendant Treasury Regulations under such Code sections, and in accordance with Section 5.12. As set forth in Section 5.12, subject to any agreement entered into by such Continuing Employee with Acquirer or the Surviving Corporation, each Assumed Option shall be subject to the same vesting arrangements (including with respect to any acceleration existing as of the date hereto) that were applicable to such Assumed Option immediately prior to or at the Effective Time, except that (i) such Assumed Option shall be exercisable for that number of whole shares of Acquirer Class A Common Stock equal to the product (rounded down to the next whole number of shares of Acquirer Class A Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time and the Option Exchange Ratio, (ii) the per share exercise price for the shares of Acquirer Class A Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and (iii) subject to obtaining any consent required under the Company Option Plan from such Company Optionholder, no Assumed Option may be “early exercised” (i.e., an Assumed Option may be exercised for shares of Acquirer Class A Common Stock only to the extent the Assumed Option is vested at the time of exercise pursuant to the applicable vesting schedule). Acquirer will not assume any Unvested Options held by Persons that do not become Continuing Employees as of the Effective Time, and each such Unvested Option that is not an Assumed Options shall be cancelled for no consideration.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

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