Common use of Unvested Stock Options Clause in Contracts

Unvested Stock Options. Notwithstanding the contrary provisions of the Stock Option Agreements and the Stock Option Plans, each Option that is not exercisable on the date hereof shall not vest and become exercisable on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force and effect. Subject to vesting in accordance with this Section, the Company shall pay Executive, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid by the Escrow Agent (as defined below), to Executive on each vesting date, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Section. The Deferred Option Consideration will be deposited by the Company at the Effective Time into an interest bearing escrow account with an escrow agent (the "Escrow Agent") reasonably acceptable to the Executive and the Purchaser. In the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, 34% of the Deferred Option Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration shall thereupon vest in full. In the event Executive's employment with the Company terminates prior to the vesting of the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration (or unvested portion thereof) shall

Unvested Stock Options. Notwithstanding At the contrary provisions of the Stock Option Agreements and the Stock Option PlansEffective Time, each Company Stock Option that is not exercisable on outstanding immediately prior to the date hereof shall not vest and become exercisable on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is held by a Continuing Service Provider, is solely subject to time-based vesting and is not exercisable on the date hereof a Vested Company Option (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)each, an “Assumed Option”) shall be cancelled assumed by Parent and converted into an option to acquire a number of shares of Parent Class A Common Stock, as provided herein. Each such Assumed Option shall be subject to the same terms and conditions as applied to the Company Stock Option Agreements with respect immediately prior to such Options shall terminate and have no further force and effect. Subject to the Effective Time, including the vesting in accordance with this Sectionschedule applicable thereto, except that (A) the Company shall pay Executive, for each share number of shares of Parent Class A Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, Assumed Option shall be equal to the difference between product obtained by multiplying (x) the "Merger Consideration" number of shares of Company Common Stock subject to such Company Stock Option as of immediately prior to the Effective Time by (as defined in y) the Merger AgreementOption Exchange Ratio (with the resulting number rounded down to the nearest whole share of Parent Class A Common Stock), and (B) and the per share exercise price of such Option, each Assumed Option shall be equal to the extent quotient obtained by dividing (x) the per share exercise price at which such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred Assumed Option was exercisable immediately prior to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid by the Escrow Agent (as defined below), to Executive on each vesting date, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Section. The Deferred Option Consideration will be deposited by the Company at the Effective Time into an interest bearing escrow account by (y) the Option Exchange Ratio (with an escrow agent (the "Escrow Agent") reasonably acceptable resulting price per share rounded up to the Executive and nearest whole cent). It is the Purchaser. In the event Executive is then employed by the Company, 33% intention of the Deferred parties that each Assumed Option Consideration shall vest on the Closing Date that qualified as a United States-based incentive stock option (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% Section 422 of the Deferred Option Consideration Code) shall vest on March 31continue to so qualify, 2001to the maximum extent permissible, following the Effective Time, and in further, that the event Executive is then employed by the Company, 34% assumption of the Deferred Assumed Options shall be effected in a manner that satisfies the requirements of Section 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 3.6(d)(ii) will be construed consistent with this intent. Each Company Stock Option Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the that is not a Vested Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration shall thereupon vest in full. In the event Executive's employment with the Company terminates and that is outstanding immediately prior to the vesting Effective Time and is held by a Person that is not a Continuing Service Provider shall not be assumed by Parent and by virtue of the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive TerminationMerger and without any action on the part of Parent, Merger Sub, the Deferred Option Consideration (Company or unvested portion the holder thereof) shall, shall be cancelled and shall have no further effect following the Effective Time.

Unvested Stock Options. Notwithstanding the contrary provisions of the Stock Option Agreements and the Stock Option Plans, each Option that is not exercisable on the date hereof shall not vest and become exercisable on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force and effect. Subject to vesting in accordance with this Section, the Company shall pay Executive, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid by the Escrow Agent (as defined below), to Executive on each vesting dateDecember 31, 2001, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Section. The Deferred Option Consideration will be deposited by the Company at the Effective Time into an interest bearing escrow account with an escrow agent (the "Escrow Agent") reasonably acceptable to the Executive and the Purchaser. In the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 3350% of the Deferred Option Consideration shall vest on March 31, 2001, 2001 and in the event Executive is then employed by the Company, 34the remaining 50% of the Deferred Option Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration shall thereupon vest in fullfull and be immediately paid. In the event Executive's employment with the Company terminates prior to the vesting of the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration (or unvested portion thereof) shallshall be forfeited and Executive's rights thereunder shall terminate, and the unvested portion of the Deferred Option Consideration shall be paid to the Company.

Unvested Stock Options. Notwithstanding Prior to the contrary provisions Effective Time, the board of directors of the Stock Option Agreements and Company shall approve all resolutions required in order to provide that, at the Stock Option PlansEffective Time, each Unvested Stock Option that is not exercisable on then outstanding under the date hereof Company Stock Option Plan shall not vest be entitled to share in any consideration payable to holders of Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, Voting Common Stock, Vested Voting Common Stock Options, or Vested Non-Voting Common Stock Options pursuant hereto and become exercisable on or after shall be assumed by Parent in accordance with the date hereof or upon the consummation terms of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Company Stock Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled Plan and the stock option agreements by which such Unvested Stock Option Agreements is evidenced. In accordance with the foregoing, all rights with respect to Voting Common Stock under each Unvested Stock Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Options shall terminate and have no further force and effect. Subject to vesting Unvested Stock Option in accordance with the terms and conditions (as in effect as of the date of this Section, Agreement) of the Company Stock Option Plan and the terms and conditions of the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Unvested Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each such Unvested Stock Option shall pay Executive, for each share be equal to the number of shares of Voting Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal Unvested Stock Option as of immediately prior to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid Effective Time multiplied by the Escrow Agent Unvested Stock Option Exchange Ratio (as defined below), to Executive on each vesting date, provided such Deferred Option Consideration shall have become vested, or rounding down to the Company immediately upon forfeiture, in accordance with this Section. The Deferred nearest whole share; (iii) the per share exercise price under each such Unvested Stock Option Consideration will shall be deposited adjusted by dividing the per share exercise price under such Unvested Stock Option by the Company at the Effective Time into an interest bearing escrow account with an escrow agent (the "Escrow Agent") reasonably acceptable Unvested Stock Option Exchange Ratio and rounding up to the Executive nearest cent; and (iv) any restriction on the exercise of any such Unvested Stock Option shall continue in full force and effect and the Purchaser. In the event Executive is then employed by the Companyterm, 33% exercisability, vesting schedule and other provisions of the Deferred such Unvested Stock Option Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, 34% of the Deferred Option Consideration shall vest on June 30, 2001otherwise remain unchanged; provided, however, thatthat each Unvested Stock Option assumed by Parent in accordance with this Section 1.6(c) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction effected subsequent to the event Executive's employment with Effective Time, to the extent set forth in the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Stock Option Consideration Plan. The term “Unvested Stock Option Exchange Ratio” shall thereupon vest in full. In the event Executive's employment with the Company terminates prior be equal to the vesting fraction (rounded to the third decimal point) obtained by dividing (A) the Voting Common Per Share Closing Consideration, by (B) the Parent Share Price. The term “Parent Share Price” shall be equal to the average closing sales price for one share of Parent Common Stock on The Nasdaq Global Market for the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, ten trading-day period ending on the Deferred Option Consideration (or unvested portion thereof) shalllast business day immediately preceding the date of this Agreement.

Unvested Stock Options. Notwithstanding Prior to the contrary provisions Effective Time, the Company Board shall, in consultation with the Parent, amend the 1997 Stock Plan of Sparta, Inc., and the 2007 Stock Plan of Sparta, Inc., (the “Stock Plans”) to provide for the continuance of the Stock Option Agreements Plans following the Effective Time and for the substitution, upon the Effective Time, of a right described below (a “New Right”) for each outstanding Company Stock Option Plans(or portion thereof), each Option other than Director Options, that is not vested and exercisable as of the Effective Time (each an “Unvested Option”). Upon the Effective Time, each Unvested Option shall be cancelled automatically in exchange for a New Right, which New Rights shall not be vested upon grant, but shall vest in accordance with the existing vesting schedule of the Unvested Option for which the New Right is substituted. Each New Right shall represent the right of the holder thereof to payment in cash (the “Settlement Value”) on the date hereof shall not vest and become exercisable or dates following the Effective Time on or after which the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force and effect. Subject to vesting in accordance with this Section, the Company shall pay Executive, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration New Right (or portion thereof) vests. Each New Right shall be paid by relate to the Escrow Agent number of common shares of Cobham having an aggregate fair market value on the Effective Date (as defined below), to Executive on each vesting date, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, determined in accordance with this SectionThe Cobham Executive Share Option Scheme 2004) equal to the aggregate Per Share Amount of the number of shares of Company Common Stock subject to the corresponding Unvested Option as of the Effective Time. The Deferred Settlement Value of a New Right (or portion thereof) as of any vesting date under a New Right shall be the greater of (a) the excess of (i) the fair market value on the vesting date of the number of common shares of Cobham (as determined in accordance with The Cobham Executive Share Option Consideration will be deposited by Scheme 2004) with respect to which the holder’s rights vest on that date, over (ii) the aggregate exercise price under the corresponding Unvested Option for the shares of Company at Common Stock that would have otherwise vested on that date, or (b) the Effective Time into an interest bearing escrow account with an escrow agent excess of (i) the "Escrow Agent"aggregate Per Share Amount of the shares of Company Common Stock that would have otherwise vested on that date under the corresponding Unvested Option, over (ii) reasonably acceptable the aggregate exercise price under the corresponding Unvested Option for those shares. The form of the amendment to the Executive Stock Plans contemplated by this Section 2.05(b) shall be subject to the review and the Purchaser. In the event Executive is then employed by the Company, 33% prior approval of the Deferred Option Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, 34% of the Deferred Option Consideration shall vest on June 30, 2001Parent; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration that such approval shall thereupon vest in full. In the event Executive's employment with the Company terminates prior to the vesting of the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration (or unvested portion thereof) shallnot be unreasonably withheld.

Unvested Stock Options. Notwithstanding the contrary provisions of the Stock Option Agreements and the Stock Option Plans, each Option that is not exercisable on the date hereof shall not vest and become exercisable on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force and effect. Subject to vesting in accordance with this Section, the Company shall pay Executive, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent that the Merger Consideration per share exceeds the per share exercise price of each such difference is a positive number Option (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid by the Escrow Agent (as defined below), to Executive on each the vesting date, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Section. The Deferred Option Consideration will be deposited by the Company at the Effective Time into an interest bearing escrow account with an escrow agent (the "Escrow Agent") reasonably acceptable to the Executive and the Purchaser. In the event Executive is then employed by the Company, 33100% of the Deferred Option Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Option Consideration shall vest on March January 31, 2001, and in the event Executive is then employed by the Company, 34% of the Deferred Option Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates terminates, prior to January 31, 2001, due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration shall thereupon vest in full. In the event Executive's employment with the Company terminates prior to the vesting of the Deferred Option Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration (or unvested portion thereof) shallshall be forfeited and Executive's rights thereunder shall terminate, and the unvested portion of the Deferred Option Consideration shall be paid to the Company.