USFloral Stock Options. As soon as practicable after the Closing, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the Closing Date equal to 4.5% of the Merger Consideration provided for in Section 2.2 above shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. 27 11.3 34 Act Obligations................................................................27 11.4
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFloral Stock as shall have a fair market value on the Closing Date equal to 6.25% of the Consideration (as such term is defined in Annex II of this Agreement) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's president (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's Amended and Restated 1997 Long-Term Incentive Plan (the "Plan").
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on the Closing Date equal to 6.25% of the sum of the Consideration (as such term is defined in Annex II of this Agreement), including the AAA Distribution, shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFLORAL) in accordance with USFLORAL's policies, and authorized and issued under the terms of USFLORAL's Amended and Restated 1997 Long-Term Incentive Plan.
USFloral Stock Options. As soon as practicable after the Closing but in no event later than six (6) months from the Closing Date, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of the Closing Date equal to 6.25% of the Closing Date Consideration provided for in Section 2.2 above shall be available for issuance to Xxx Xxxxxxx, Xxxxx Xxxxxxxx and Xxxx Xxxxxxxxxx, the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan. As soon as practicable after the determination of the 1998 EBIT pursuant to Section 2.2, options to purchase such number of shares of USFloral Common Stock as shall have a fair market value as of August 31, 1998 equal to 6.25% of the Earn-Out Consideration provided for in Section 2.2 above (other than any portion of the Earn-Out Consideration paid in respect of the 1997 Shortfall) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan.
USFloral Stock Options. 38 8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF USFLORAL AND THE NEWCOS....38
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on the Closing Date equal to 6.25% of the Consideration (as such term is defined in Annex II of this Agreement) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFLORAL) in accordance with USFLORAL's policies, and authorized and issued under the terms of USFLORAL's Amended and Restated 1997 Long-Term Incentive Plan (the "Plan"). As soon as practicable after the payment of the Earn-Out Consideration pursuant to Section 11.4, options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on December 31, 1997 equal to 6.25% of the Earn- Out Consideration shall be available for issuance to the key employees of the Surviving Corporation, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFLORAL) in accordance with USFLORAL's policies, and authorized and issued under the terms of the Plan.
USFloral Stock Options. As soon as practicable after the Closing, ---------------------- options to purchase such number of shares of USFLORAL Stock as shall have a fair market value on the Closing Date equal to 6.25% of the sum of the Consideration (as such term is defined in Annex II of this Agreement) shall be available for issuance to the key employees of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation's President and acceptable to USFLORAL) in accordance with USFLORAL'S policies, and authorized and issued under the terms of USFLORAL'S Amended and Restated 1997 Long-Term Incentive Plan. USFLORAL will cause its Amended and Restated 1997 Long-Term Incentive Plan to be in effect on the Closing Date. The USFLORAL stock options shall be offered to the key employees of such Surviving Corporation on the same terms offered to the key employees of the surviving corporations in the other concurrent mergers of USFLORAL.
USFloral Stock Options. 38 6.10 Canadian Securities Filings...................................38 6.11 Composition of Board of Directors.............................38 7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF USFLORAL......................38 7.1 Representations and Warranties; Performance of Obligations....
USFloral Stock Options. As soon as practicable after the Closing, options (the "Options") to purchase such number of shares of USFloral Common Stock (the "Option Shares") as shall have a fair market value as of the Closing Date equal to 6.25% of the Initial Consideration provided for in Section 1.2 above, before any adjustment to the Initial Consideration pursuant to Section 1.2 or 2.1, shall be available for issuance to the key employees (the "Option Holders") of the Surviving Corporation after the Closing, as determined by the Surviving Corporation's President (or other officer or director designated by the Surviving Corporation and acceptable to USFloral) in accordance with USFloral's policies, and authorized and issued under the terms of USFloral's 1997 Long-Term Incentive Plan. The Options shall vest in four equal installments of 25% each on the first four anniversaries of the date of grant and shall have an exercise price equal to the fair market value as of the date of grant. In the event that USFloral does not obtain the Option Orders contemplated in Section 6.10 hereof, USFloral shall provide a "phantom stock option plan" in substitution for the Options, the operative provisions of which will be equivalent to the terms of the 1997 Long-Term Incentive Plan and which will provide the same economic benefit to the Option Holders as the Options would have provided.
