Converted Options Clause Samples

Converted Options. Each Company Option that is outstanding and unexercised immediately prior to the Effective Time and that has a per share exercise price of $18.00 or less shall be converted into an option award to purchase the number of shares of Parent Common Stock (each, a “Converted Option”) equal to the product obtained by multiplying (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, by (ii) the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. Each Converted Option shall have an exercise price per share of Parent Common Stock equal to (x) the per share exercise price for Shares subject to the corresponding Company Option immediately prior to the Effective Time, divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each Converted Option shall remain subject to the same terms and conditions applicable to the corresponding Company Option under the applicable Company Stock Plans and the agreements evidencing grants thereunder, including vesting terms, and the Company Severance Plan.

Converted Options. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger each Company Option held by a Continuing Employee that is outstanding and unexercised and unvested as of immediately prior to the Effective Time (each, a “Converted Option”) shall automatically be converted into a Replacement RSU Award with respect to the number of shares of Parent Common Stock (rounded down for any fractional share) that is equal to the quotient obtained by dividing (i) the product obtained by multiplying (A) the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time, by (B) the difference (but not less than zero) between (I) the Closing Date Per Share Merger Consideration, minus (II) the exercise price of the Converted Option immediately prior to the Effective Time, by (ii) the greater of (y) the average closing price per share of Parent Common Stock on the NASDAQ Global Select Market (“NASDAQ”) for the five (5) trading day period ending on the trading day preceding the date of this Agreement or, if Parent Common Stock was not available for trading on the NASDAQ on the day preceding the date of this Agreement, on the last day prior to the day preceding the date of this Agreement that Parent Common Stock was available for trading on the NASDAQ, and (z) the average closing price per share of Parent Common Stock on the NASDAQ for the five (5) trading day period ending on the trading day preceding the Closing Date or, if Parent Common Stock was not available for trading on the NASDAQ on the day preceding the Closing Date, on the last day prior to the day preceding the Closing Date that Parent Common Stock was available for trading on the NASDAQ, which Replacement RSU Award shall be subject to the same vesting provisions, terms and conditions as applied with respect to the Converted Option determined immediately prior to the Closing Date and shall automatically be settled or paid in shares of Parent Common Stock upon (and only upon) the applicable vesting date without any election by any Person. Upon settlement of each Replacement RSU Award, Parent shall withhold shares of Parent Common Stock that would otherwise be issued to the Continuing Employee in satisfaction of any withholding tax obligations of such Continuing Employee; provided, however, that in no event will Parent cause any Continuing Employee to surrender Parent Common Stock in excess of the legally required maximum ...

Converted Options. (a) At or prior to the Time of Distribution, Fortune and ACCO will take all action necessary such that each option to purchase from Fortune shares of Fortune Common Stock granted pursuant to or governed by the Fortune 2003 Long-Term Incentive Plan or the Fortune 1999 Long-Term Incentive Plan (collectively, the “Fortune Stock Plans”) that is outstanding and unvested immediately prior to the Time of Distribution and held by an employee or former employee of ACCO or one of its Subsidiaries (a “Fortune Option”) shall, as of the Time of Distribution (without giving effect to any adjustments that would otherwise be made in respect thereof in connection with the Distribution), cease to represent a right to acquire shares of Fortune Common Stock and automatically be converted into an option (a “Fortune Converted Option”) to purchase a number of shares of ACCO Common Stock at an exercise price determined as provided in Section 2.7(b) below. Each such Fortune Converted Option will otherwise have substantially the same terms and conditions as the corresponding Fortune Option, except that references to Fortune will be changed to refer to ACCO and references to any of the Fortune Stock Plans will be changed to refer to an applicable stock option plan of ACCO. (b) (i) The number of shares of ACCO Common Stock to be subject to each Fortune Converted Option shall equal the product of (A) the number of shares of Fortune Common Stock subject to the corresponding Fortune Option multiplied by (B) the quotient of (x) the Pre-Distribution Fortune Common Stock Price divided by (y) the ACCO Common Stock Price, provided that any fractional shares of ACCO Common Stock resulting from such multiplication shall be rounded down to the nearest whole share. (ii) The exercise price per share of ACCO Common Stock subject to each Fortune Converted Option shall equal the product of (A) the exercise price per share of Fortune Common Stock under the corresponding Fortune Option prior to adjustments hereunder multiplied by (B) the quotient of (x) the ACCO Common Stock Price divided by (y) the Pre-Distribution Fortune Common Stock Price, provided that such exercise price shall be rounded up to the nearest whole cent. (c) The adjustment provided herein with respect to any options that are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of t...

Converted Options. Each Converted Option shall: (i) cover a number of Newco Common Shares determined by multiplying the number of shares of Common Stock into which the Rollover ISO is exercisable immediately prior to the Effective Time by the Exchange Ratio (as defined in the Merger Agreement), rounded down to the nearest whole share, (ii) have a per Newco Common Share exercise price equal to the quotient obtained by dividing the applicable per share exercise price of the Rollover ISO by the Exchange Ratio, rounded up to the nearest whole cent, (iii) be fully vested, (iv) have a remaining term equal in length to the remaining term of the corresponding Rollover Option and (v) have the other terms and conditions that applied immediately prior to the Closing to the corresponding Rollover ISO. The parties hereto acknowledge and agree that the adjustments in connection with the conversion of the Rollover ISOs to Converted Options shall comply with and be performed in a manner consistent in all respects with the requirements of Section 424(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The Rollover Holder acknowledges and agrees that, following the Rollover Closing, the Rollover Holder shall have no further right, interest, entitlement or claim in or with respect to the Rollover ISOs. For purposes of this Agreement, the conversion described in this paragraph is referred to herein as the “ISO Conversion.” In addition to the ISO Conversion, each Rollover Holder shall have the right to receive: (A) such Rollover Holder’s Option Pro-Rata Share in respect of its Converted Option of any positive Adjustment Amount payable in cash in accordance with Section 3.4(d) of the Merger Agreement, (B) such Rollover Holder’s Escrow Percentage in respect of its Converted Option of any distributions of Escrow Funds by the Escrow Agent to the Exchange Agent in accordance with the terms of the Escrow Agreement, and (C) such Rollover Holder’s portion in respect of its Converted Option of any Tax Refunds in accordance with Section 8.6(g) of the Merger Agreement. The ISO Conversion and the Rollover Holder’s receipt of the Converted Options and amounts described above are subject to (i) the receipt by the Company of this Agreement signed by the Rollover Holder, (ii) the representations and warranties of the Rollover Holder set forth in Annex A being true and correct, (iii) the Rollover Holder having not exercised the Rollover Holder’s Rollover ISOs, in whole or in part, prior to the Roll...

Converted Options. Pursuant to the Transaction Agreement and Reorganization Agreement, subject to the terms contained herein, the Corporation and the Holder agree that the Holder is the owner (collectively, the “Converted Options”) of (i) an option to purchase from the Corporation 5,582 shares of Series A Common Stock at an exercise price of $16.70 per share (as converted from the Adjusted DHC Option subject to the Existing Award Agreement dated July 31, 2003); (ii) an option to purchase from the Corporation 5,582 shares of Series A Common Stock at an exercise price of $15.21 per share (as converted from the Adjusted DHC Option subject to the Existing Award Agreement dated August 6, 2004); (iii) an option to purchase from the Corporation 558 shares of Series A Common Stock at an exercise price of $29.42 per share (as converted from 2007 Option); and (iv) an option to purchase from the Corporation 76,210 shares of Series B Common Stock at an exercise price of $25.29 per share, or, at the election of the Holder, 93,115 shares of Series A Common Stock at an exercise price of $22.53 per share (as converted from the Adjusted DHC Option subject to the Existing Award Agreement dated February 28, 2001, the “B/A Converted Option”).

Converted Options. Wintrust agrees to assume and honor each of the Converted Options in accordance with their terms. As soon as reasonably practicable following the Closing Date, Wintrust shall file a registration statement with the Commission with respect to the shares of Wintrust Common Stock to be covered by such Converted Options. Such shares of Wintrust Common Stock shall be duly authorized and, upon exercise of such Converted Options, shall be validly issued, fully paid and nonassessable, and not in violation of or subject to any preemptive rights except as set forth in Wintrust's articles of incorporation. Wintrust shall after the Effective Time have reserved sufficient shares of Wintrust Common Stock for issuance with respect to such options.

Converted Options. Executive's existing options with BNW Bancorp, Inc. (the "BNW Options") will be amended contemporaneously with the execution of this Agreement by the execution of an Amendment to Option Agreement in substantially the form attached to this Agreement as Appendix 3(d). Under the Amendment to Option Agreement, Executive will waive any accelerated vesting attributable to the Merger. Pursuant to the Merger Agreement, Executive's BNW Options will convert to options to purchase Pacific Common Stock ("Converted Options"). Unvested Converted Options will continue to vest at the same rate and over the same period as before the conversion.

Converted Options. Pursuant to the Plan, the Trust granted to the Participant the Pre-Conversion Options, subject to the terms and conditions of the Plan and the applicable stock option agreement between the Trust and Participant. At the Merger Effective Time, such Pre-Conversion Options were fully vested and converted into an option to acquire the number of shares of Common Stock identified on Exhibit A (the “Converted Options”). Accordingly, effective as of the date hereof and subject to the terms and conditions of the Plan and the terms and conditions herein set forth, Participant shall have the right and option to exercise such Converted Options and purchase from the Company all or any part of the Common Stock at the option price set forth on Exhibit A. The Converted Options are intended to be “incentive stock options” under Section 422 of the Code. Such Converted Options will be exercisable as hereinafter provided.

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