Rollover Stock Option definition

Rollover Stock Option means any Stock Option other than a Cash-Out Stock Option that is outstanding immediately prior to the Effective Time.
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Rollover Stock Option means a Company Stock Option outstanding immediately prior to the Effective Time granted in connection with the performance of services for the Company or any of its Subsidiaries to any person who is an employee of the Company or any of its Subsidiaries at the Effective Time that is (x) unvested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value or (y) vested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value but less than $5.00 (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, reclassification or other similar change after the date hereof and prior to the Effective Time). The adjustments provided in Section 6.12(a) are intended to be effected in a manner that is consistent with Section 424(a) of the Code. All amounts payable pursuant to Section 6.12(a) shall be subject to any required withholding of taxes and shall be paid without interest. Promptly following the Effective Time (and in any event within five (5) Business Days after the Effective Time), Parent shall cause (or shall ensure) an appropriate number of shares of Parent Common Stock to be registered under the Securities Act on a Form S-8 (or are covered by an existing Form S-8 of Parent) in order to satisfy Parent's obligations with respect to the Modified Stock Options and Modified RSUs. Prior to the Effective Time, Company shall make any amendments to the terms of such stock option or compensation plans or arrangements that are necessary to give effect to the adjustments contemplated by Sections 2.7 and 6.12 hereof. The Option Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any of the transactions referred to in Section 2.7(b). Prior to the Effective Time, Parent shall take such steps as may be reasonably requested by the Company to cause acquisitions of Parent Securities pursuant to the transactions contemplated by this Agreement by each individual who is or becomes a director or officer of Parent as of or after the Effective Time to be exempt under Rule 16b-3 promulgated under the Exchange Act, in accordance with that certain SEC No-Action Letter dated January 12, 1999 regarding such matters.
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Rollover Stock Option means a Company Stock Option outstanding immediately prior to the Effective Time granted in connection with the performance of services for the Company or any of its Subsidiaries to any person who is an employee of the Company or any of its Subsidiaries at the Effective Time that is (x) unvested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value or (y) vested and exercisable at a price per share that is greater than the Per Share Merger Consideration Value but less than $5.00 (subject to appropriate adjustment for any stock split, reverse stock split, stock dividend, reclassification or other similar change after the date hereof and prior to the Effective Time).
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Examples of Rollover Stock Option in a sentence

  • Rollover Stock Option Plan (the “Rollover Plan”) and the award agreement governing Rollover Options to be entered into between BPS and the Executive.

  • The Contractor shall follow the ‘Good Neighbor Policy’ outlined in their proposal to engage community members to reduce stigma and discrimination against homeless individuals.

  • The term, vesting schedule and all of the other terms of each Assumed Stock Option shall otherwise remain unchanged and identical, subject to the rights of Parent to amend or modify any such Assumed Stock Option in accordance with the terms of the corresponding Existing Rollover Stock Option and applicable Law.

  • Capitalized terms used in this paragraph but not otherwise defined in these Transition Arrangements have the meanings assigned in the Rollover Stock Option Agreement, dated January 27, 2005 (the "OPTION AGREEMENT"), between the Company and McMenemy.

  • Stock Incentive Plan (the “Plan”) and the Rollover Stock Option Agreement dated as of , 20 (the “Option Agreement”).

  • Matters related to equity in Booz Allen Hamilton Holding Corporation from terminated Officers shall be under the authority of the Compensation Committee of the Board of Directors of Booz Allen Hamilton Holding Corporation, and shall be governed generally by the Amended and Restated Stockholders Agreement, applicable Stock Option Agreements and Restricted Stock Agreements, Amended and Restated Equity Incentive Plan (EIP), Rollover Stock Option Agreement, and Officers’ Rollover Stock Plan, as applicable.

  • All pattern instructions taken from the latest Edition of the 5th Circuit Pattern Instructions may be referenced by number and edition used.

  • Parent agrees that for a period of twenty-four (24) months following the Closing, the failure or refusal by any Company Employee, other than the Specified Executives, to enter into a restrictive covenant agreement with Parent or its Subsidiaries (including the Surviving Corporation), whether as a condition to continued employment or otherwise, shall not constitute a basis for terminating such Company Employee for “cause” with respect to any determination relating to a Rollover RSU or Rollover Stock Option.

  • The 2002 Rollover Stock Option Plan (the "Plan") of Otis Spunkmeyer Holdings, Inc.

  • The Executive acknowledges that the Rollover Options and the Matching Options are not transferable except as provided in the Rollover Stock Option Agreement or the Matching Stock Option Agreement.

Related to Rollover Stock Option

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Company Stock Option Plan means each share option plan, share award plan, share appreciation right plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.

  • Company Stock Option Plans shall have the meaning set forth in Section 3.07(a).

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Rollover Shares has the meaning given in the recitals.

  • Nonqualified Stock Option means an Option that is not an Incentive Stock Option.

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Deferred Stock Award means Awards granted pursuant to Section 8.

  • Restricted Stock Units means an Award of stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.

  • Restricted Stock Grant means Shares awarded under the Plan as provided in Section 9.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • Deferred Stock Units means the number of hypothetical Shares subject to an Election.

  • Restricted Stock Award means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

  • Company Stock Plan means any stock option plan or other stock or equity-related plan of the Company.

  • Restricted Stock Plan means either the RPM International Inc. 1997 Restricted Stock Plan or the RPM International Inc. 2007 Restricted Stock Plan and any successor plan or arrangement to either of such plans, but shall not be deemed to mean or include the Omnibus Plan.

  • Restricted Stock Award Agreement means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan.

  • Company Restricted Stock Award means each award with respect to a share of restricted Company Common Stock outstanding under any Company Stock Plan that is, at the time of determination, subject to forfeiture or repurchase by the Company.

  • Vested Company Option means each Company Option outstanding as of immediately prior to the Effective Time that is vested as of immediately prior to the Effective Time or will vest solely as a result of the consummation of the Merger.

  • Stock Option means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

  • Restricted Share Award means an award of Restricted Shares.

  • Company Restricted Stock Unit means a restricted stock unit issued pursuant to any of the Company Equity Plans that remains outstanding as of immediately prior to the Effective Time (other than Company Performance Restricted Stock Units).

  • Unrestricted Stock Award means an Award of shares of Stock free of any restrictions.