Company Stock Options and Related Matters. (a) At the Effective Time, each option to purchase shares of Company Common Stock (collectively, the "Company Options") granted under the Company's June 6, 1989 Stock Option Plan, 2000 Stock Option Plan and the stock option awards listed on Section 3.2 of the Company Disclosure Schedule (collectively, the "Company Stock Option Plans") which is then outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, including, without limitation, exercisable on the same terms as were applicable under the Company Stock Options, except that from and after the Effective Time, (i) Parent and its Board of Directors shall be substituted for the Company and the committee of the Board of Directors of the Company (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 3.2.
Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1992 Stock Incentive Plan (the "1992 Plan"), the 1984 Xxxxxx Xxxxxxx Xxxre Option Scheme (the "1984 Plan"), the 1982 Incentive Stock Option Plan (the "1982 Plan") and the 1979 Non-Qualified Plan (the "1979 Plan" and, together with the 1992 Plan, the 1984 Plan and the 1982 Plan, the "Stock Option Plans"), which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time and which has not been exercised or canceled prior thereto (other than the Options identified in Section 2.2 of the Company Disclosure Schedule (as hereinafter defined), such Options being hereinafter referred to as the "Rollover Options"), shall, at the Effective Time, be canceled and upon the surrender and cancellation of the option agreement representing such Option, the Company shall (x) pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Common Stock provided for in such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax (the "Option Consideration"). The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Effective Time, shall terminate and be canceled as of the Effective Time and thereafter be of no further force or effect, and (ii) no Options are granted after the date of this Agreement.
Company Stock Options and Related Matters. (a) At the Effective Time, each option to purchase shares of Company Common Stock (each a "Company Option") issued pursuant to the Company's Flexible Stock Incentive Plan, Director's Nonqualified Stock Option Plan and 1996 Stock Option/Stock Issuance Plan
Company Stock Options and Related Matters. (a) Each option (collectively, the “Options”) granted under the Company Stock Option Plans, which is outstanding (whether or not then exercisable) as of immediately prior to the Effective Time, shall automatically become fully vested as of the Effective Time or earlier in accordance with the relevant Company Stock Option Plan. At the Effective Time, upon the surrender and cancellation of the option agreement representing such Option, the La Quinta Entities shall pay to the holder thereof cash in an amount equal to the product of (i) the number of paired shares (“Paired Common Shares”) (each of which consists of one share of Company Common Stock and one share of Properties Class B Common Stock) issuable upon exercise of such Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Law or (iii) any other applicable Law. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of such Option for all purposes under this Agreement.
Company Stock Options and Related Matters. (a) Each option and stock appreciation right (collectively, the "OPTIONS") granted under the Company Stock Option Plans (as hereinafter defined), which is outstanding (whether or not currently exercisable) as of immediately prior to the date on which Acquisition Sub accepts for payment Shares pursuant to the Offer (the "ACCEPTANCE DATE") and which has not been exercised or canceled prior thereto shall, on the Acceptance Date, be canceled and upon the surrender and cancellation of the option agreement representing such Option, Acquisition Sub shall pay to the holder thereof cash in an amount equal to the product of (i) the number of Shares provided for in such Option and (ii) the excess, if any, of the Offer Price over the exercise price per Share provided for in such Option, which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax. The Company shall take all actions necessary to ensure that (i) all Options, to the extent not exercised prior to the Acceptance Date, shall terminate and be canceled as of the Acceptance Date and thereafter be of no further force or effect, (ii) no Options are granted after the date of this Agreement, and (iii) as of the Acceptance Date, the Company Stock Option Plans and all Options issued thereunder shall terminate.
Company Stock Options and Related Matters. (a) Each option (collectively, the "Options") granted under the Company's 1989 Stock Option Plan (the "1989 Plan"), 1995 Stock Option Plan (the "1995 Plan") and Long-Term Incentive Stock Option Plan (the 5
Company Stock Options and Related Matters. (a) Immediately prior to the Effective Time, each outstanding option (an "Option") to purchase Shares heretofore granted under the Company's Stock Option Plan, Non-Employee Director Stock Option Plan or any other employee or director stock option or compensation plan or arrangement of the Company, excluding the Company's Employee Stock Purchase Plan (the "ESPP") (collectively, the "Plans"), whether or not exercisable, shall be cancelled by the Company and each holder of a cancelled Option shall receive from the Surviving Corporation promptly after the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal to the excess of the Per Share Merger Consideration over the per Share exercise price of such Option, if any, multiplied by the number of Shares covered by such Option (the "Option Settlement Amount"), subject to income tax withholding as required by applicable law. Prior to the Closing, Company will provide Parent with a listing of Options held by each optionee (including the date of grant, the number of shares issuable upon exercise of the Option, and the Option Settlement Amount to which the Optionee is entitled) certified by an executive officer of Company. The Board of Directors of the Company or an appropriate committee thereof will provide for the full and immediate vesting of any and all options as of the Effective Time. Except as provided in the immediately preceding sentence, the Company shall not grant or amend any Option after the date hereof.
Company Stock Options and Related Matters. (a) Immediately prior to the Effective Time, each outstanding option (an "Option") to purchase Shares heretofore granted under the 1994 Stock Plan or any other employee or director stock option or compensation plan or arrangement of the Company, excluding the ESPP (collectively, the "Plans"), whether or not exercisable, shall be cancelled by the Company and each holder of a cancelled Option shall receive from the Surviving Corporation promptly after the Effective Time, in cancellation and settlement of such Option, a cash payment in an amount equal to the excess of the Per Share Merger Consideration over the per Share exercise price of such Option, if any, multiplied by the number of Shares covered by such Option (the "Option Settlement Amount"), subject to income tax withholding as required by applicable law. Prior to the Closing, Company will provide Parent with a listing of Options held by each optionee (including the date of grant, the number of shares issuable upon exercise of the Option, and the Option Settlement Amount to which the Optionee is entitled) certified by an executive officer of Company. In the event that any holder of an Option does not agree to a cash settlement of such holder's Options as provided above, the Company will permit such
Company Stock Options and Related Matters. The Company hereby agrees to use its commercially reasonable efforts to cause each option to purchase shares of Common Stock (each an "Option" and collectively, the "Options") granted under the Company's 1995 Stock Option and Restricted Stock Purchase Plan, 1996 Stock Option and Restricted Stock Purchase Plan and 2001 Stock Option and Restricted Stock Purchase Plan (collectively, the "Plan") that is outstanding, unvested and held by an employee of the Company immediately prior to the Effective Time to become fully vested and exercisable as of the Effective Time (the Company may also determine, in its sole discretion, to accelerate the vesting of Options granted under the Plan held by any non-employee). At the Effective Time, upon the surrender and cancellation of the option agreement representing such Option, or the delivery of a signed affidavit by such Optionholder (as defined below) that such option agreement has been lost, stolen or destroyed, the Company shall pay to the holder thereof (each an "Optionholder" and collectively, the "Optionholders") an amount of cash for each Option equal to the Price Per Common Share less the exercise price for such Option. The aggregate amount of the exercise prices of all vested in the money Options as of the Effective Time is referred to herein as the "Aggregate Option Exercise Price Proceeds". All consideration to be received by Optionholders pursuant to this Section 2.2 (as well as any amounts paid to the Optionholders pursuant to Sections 2.6 or 2.7) shall be treated as compensation by the Company and shall be net of any applicable federal and/or state withholding tax.
Company Stock Options and Related Matters. (a) Any option to purchase shares of Company Stock (collectively, the “Options”) that is outstanding and unvested immediately prior to the Effective Time shall (i) if granted under the Company’s Second Amended and Restated 1997 Stock Option and Grant Plan (the “Plan”), become fully vested and exercisable as of the Effective Time, if its terms so provide, and terminate as of the Effective Time in accordance with its terms and the Plan and (ii) if not granted under the Plan, terminate as of the Effective Time in accordance with its terms. The Merger Consideration to be received for shares receivable upon exercise of Options as of the Effective Time (after the reduction described in Section 2.1(c)(ii)(A) above applicable to such Options) shall be treated as compensation by the Company and shall be net of any applicable federal, state or local withholding tax.
