Examples of Assumed Award in a sentence
Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award (including an Assumed Award) and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award (including an Assumed Award) being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan.
Promptly after the Closing Date, Acquiror shall issue to each Person who immediately prior to the Closing was a holder of an outstanding Assumed Award a document evidencing the foregoing assumption of such award by Acquiror.
The Assumed Awards shall vest and become exercisable pursuant to the vesting schedule set forth in the applicable Assumed Award agreement, and in no event shall the vesting or exercisability of the Assumed Awards be accelerated.
To the extent there is a conflict between any provision of the applicable CCE Plan or the Participant’s award agreement thereunder and the terms of this Plan, this Plan shall govern, except as would (i) be inconsistent with the terms of such Assumed Award and materially detrimental to the holder thereof, as determined by the Committee, (ii) be prohibited under applicable law, or (iii) require approval of New CCE’s shareowners.
If an Assumed Award is an incentive stock option (as defined in Section 422 of the Code) with an exercise price below the fair market value of a share of the Company’s Common Stock as of the date a Participant signs his or her Participation Notice, such incentive stock option will automatically convert to a nonstatutory stock option for tax purposes as of the date of such Participation Notice.
In the event an Award does not constitute an Assumed Award in connection with a Change in Control as provided in Section 13.1, in the event of a Change in Control, each Option and SAR then outstanding shall be fully exercisable regardless of the exercise schedule otherwise applicable to such Option and/or SAR, and the Restricted Period shall lapse as to each Restricted Share, Restricted Share Unit and Other Stock-Based Award then outstanding.
The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards (including an Assumed Award) shall not count against the Overall Share Limit.
In connection with the adoption of this Plan, the Company will assume the Assumed Awards granted to Service Providers under the Assumed Award Agreements.
In the event that an Outstanding Stock Award is not assumed, substituted or otherwise continued in connection with a Change in Control and as a result does not become an Assumed Award, the vesting and exercisability of such Outstanding Stock Award will become 100% vested and exercisable (if applicable) immediately prior to the effective time of the Change in Control.
If the Plan is not approved by the Company’s shareholders, the Plan will not become effective, no Awards will be granted under the Plan and the Assumed Award Agreements will continue in full force and effect in accordance with their terms.