Company Option Plan. The Company shall take all actions necessary so that, immediately following the Acceptance Date (as defined in Section 6.11), (a) each outstanding option to purchase Common Shares (an "Option") granted under the Company's 1987 Stock Option and Incentive Plan (the "Option Plan"), whether or not then exercisable or vested, shall become fully exercisable and vested, (b) each Option which is then outstanding shall be cancelled and (c) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following the Acceptance Date, the Company, pursuant to the terms of the Option Plan, shall promptly pay to such holders of Options an amount in respect thereof equal to the product of (i) the excess of the Offer Price over the exercise price thereof and (ii) the number of Common Shares subject thereto (such payment to be net of taxes required by Law to be withheld with respect thereto).
Company Option Plan. The Board of Directors of the Company will adopt resolutions at Closing such that the number of Shares reserved for issue under the Company Option Plan will equal fifteen (15%) of the Common Shares of the Company outstanding immediately following the Closing Date (inclusive of the existing options under the Company Option Plan). Options awarded henceforth will be subject to the following conditions: (i) the exercise price will be equal to or greater than the market price of the Common Shares on the date of grant or, in cases where the grant is effective only with shareholder approval, if the Board of Directors so specifies, on the date of such approval, (ii) at least thirty percent (30%) of the unawarded options as of the Closing will be awarded following promotions, in appreciation of extraordinary performance or to new hires, (iii) vesting will be performance based with milestones (which shall be longer term in nature) determined by the Compensation Committee and the Board of Directors of the Company (and, on a case by case basis, vesting of a particular grant may include continued employment or engagement, subject to the Investor’s prior written approval in respect of any such grant), (iv) the Options shall not be transferable, except for transfers for estate planning purposes and transfers by will or intestacy following the death of the optionee, (v) the allocation of the Company Option Plan and terms of the grants thereunder shall be reasonably acceptable to the Investor and (vi) subject to the foregoing clauses (i) through (v), the Options shall otherwise be consistent with the terms of the Company Option Plan and the Company’s compensation policy. The Board of Directors of the Company (and, where required, the Compensation Committee) will administer the Company Option Plan in accordance with the terms of this Section 8.13. The foregoing shall not apply to those grants already committed to by the Company as set forth on Schedule 8.13.
Company Option Plan. (a) The number of shares of Common Stock subject to outstanding Options held by each Seller as of the date hereof is set forth in Schedule 2.1 under the column "Number of Shares Subject to Options Owned." Buyer, the Company and each Seller that holds Options as of the date hereof agree that (A) such Seller will not exercise any Options in the 5 business days immediately preceding and including the Closing Date, and (B) at the Closing the following will occur simultaneously: (i) subject to the payment of the amounts required pursuant to Section 6.9(b), Buyer shall pay to each Seller the Share Purchase Price for each share of Common Stock subject to the Options held by such Seller (to the extent not theretofore exercised, terminated or cancelled), less the aggregate exercise price of such Options (to the extent not theretofore exercised, terminated or cancelled) held by such Seller, and (ii) the Option Plan and each Option and the related agreement pursuant to such Option Plan held by such Seller shall be terminated.
Company Option Plan. At the Effective Time, Parent shall assume the Company Option Plan pursuant to which 9,500,000 shares of Company Common Stock are reserved for issuance.
Company Option Plan. (a) Prior to the Effective Time, the Company shall have taken all necessary actions so that at the Effective Time, each unexpired and unexercised stock option under the Company's 1996 Stock Incentive Plan (the "Option Plan"), or otherwise granted by the Company outside of the Option Plan ----------- (the "Options"), will be assumed by Parent as of the Effective Time as ------- hereinafter provided. At the Effective Time, without further action on the part of the Company or the optionholder, each Option will be automatically converted into an option (the "New Parent Option") to purchase common stock, par value ----------------- $0.01 per share, of Parent (the "Parent Common Shares"). With respect to each -------------------- such New Parent Option (i) the number of Parent Common Shares subject to such New Parent Option will be determined by multiplying the number of Shares subject to such Option immediately prior to the Effective Time by the Option Exchange Ratio (as hereinafter defined), and rounding any fractional share up to the nearest whole share, and (ii) the per share exercise price of such New Parent Option will be determined by dividing the exercise price per share specified in the Option by the Option Exchange Ratio, and rounding the exercise price thus determined up to the nearest whole cent, provided, however, that in the case of any Option to which Section 422 of the Code applies, the adjustments provided for in this Section shall be effected in a manner consistent with the requirements of Section 424(a) of the Code. Such New Parent Option shall otherwise be subject to the same terms and conditions as such Option. At the Effective Time, (i) all references in the Option Plan, the applicable stock option or other award agreements issued thereunder and in any other Options to the Company shall be deemed to refer to Parent; and (ii) Parent shall assume the Option Plan and all of the Company's obligations with respect to the Options. The "
Company Option Plan. Prior to the Effective Time, the Company shall take all action necessary such that the Company Option Plan is terminated effective as of the Effective Time.
Company Option Plan. The Company shall accelerate the vesting of all options issued and outstanding under the Company Option Plan and shall make such amendments to the Company Option Plan as are reasonably requested by XxxxXxx.xxx. The Company shall make all tax withholdings with respect to the exercise of options following such acceleration as required by law and prior to the Effective Time.
Company Option Plan. Within one year from the date of this Agreement, the Company shall adopt a new Option Plan in which the Employee shall participate on the terms and conditions approved by the Board of Directors. The provisions of the old Option Plan dated December 1995 will remain in effect.
Company Option Plan. 2.02(i) Company Option Plans...................................................2.02(i) Company Products.......................................................3.18(a) Company Proprietary Rights................................................3.11