Employee Stock Options Sample Clauses

Employee Stock Options. (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6. (b) Subject to compliance with all applicable laws and regulations of the United States and all states, foreign countries or other governmental authorities, prior to the Closing, the Company and Parent shall offer to enter into a separate put-call agreement (“Put-Call Agreement”) with each holder of a French Stock Option, which Put-Call Agre...

Employee Stock Options. Upon the Commencement Date of this Agreement and on the anniversary of each year of this agreement thereafter, Executive shall be granted 100,000, options to purchase common stock of the Company at the market price on the date of such grant. Such options shall be under the Company’s 2007 Stock Incentive Plan, as amended and may consist of a combination of Incentive and non-qualified options as are to be determined. Such options will be subject to the provisions of the Company’s 2007 Stock Incentive Plan.

Employee Stock Options. On the Effective Date, the Holding Company ---------------------- will assume the Bank's rights and obligations under the Bank's 1999 Stock Option Plan (the "1999 Plan") and under each of the outstanding stock options to purchase common stock of the Bank previously granted under the 1999 Plan (each such stock option existing immediately prior to the Effective Date being called an "Existing Option" and each such stock option so assumed by the Holding Company being called an "Assumed Option"). By reason of such assumption, each option agreement that evidenced the right to purchase Bank common stock shall thereafter represent, and each holder of an Existing Option shall have, the right to purchase one share of Holding Company common stock for each share of Bank common stock which such holder was entitled to purchase under his or her Existing Option and the right to exercise the Existing Option into shares of Bank common stock shall automatically terminate without the necessity of any action on the part of the Bank, the Bancorp or any optionee. The price per share of Holding Company common stock at which an Assumed Option may be exercised shall be the same price per share that was applicable to the purchase of Bank common stock pursuant to the Existing Options, immediately prior to the Effective Date. Each Assumed Option, subject to such modification as set forth hereinafter, shall constitute a continuation of the Existing Option, on the same terms and conditions set forth in the 1999 Plan in each optionee's stock option agreement that formerly evidenced the right to purchase Bank common stock, except as follows: (i) shares of Holding Company Common Stock will be substituted for the shares of Bank common stock into which the existing options had been exercisable, (ii) the Holding Company shall be substituted for the Bank as the issuer of shares under the 1999 Plan and (iii) the Holding Company shall be authorized under the 1999 Plan to issue options to purchase Holding Company shares not only to directors, officers and key employees of the Bank, but also to directors, officers and key employees of the Holding Company and any other subsidiaries it may establish in the future. In addition, each option granted under the 1999 Plan on or after the Effective Date shall evidence the right to purchase shares of common stock of the Holding Company rather than shares of common stock of the Bank and the Plan shall be modified to so provide. In all other respects, the 199...

Employee Stock Options. During the term of this Agreement, the Executive shall be eligible to receive annually options to purchase a minimum amount of fifty (50,000) thousand shares of the Corporation’s Common Stock in accordance with the terms and provisions of the Corporation’s Amended and Restated Stock Option Plan (the “Plan”). Such options shall vest in accordance with the terms of the Plan, a copy of which has been provided to the Executive.

Employee Stock Options. Effective as of the Effective Time, the Company shall take all necessary action, including obtaining the consent of the individual option holders, if necessary, to (i) terminate the Company’s 1996 Stock Option Plan, 2000 Long-Term Incentive Plan, and 2007 Stock Incentive Plan, each as amended through the date of this Agreement (the “Company Stock Option Plans”), (ii) provide that each outstanding option to purchase shares of Company common stock granted under the Company Stock Option Plans (each, a “Company Stock Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable as of the Effective Time, and (iii) cancel as of the Effective Time each Company Stock Option that is outstanding and unexercised at the Effective Time. Each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time and that has an exercise price per Share that is less than the Merger Consideration shall be entitled (subject to the provisions of this Section 3.07) to be paid by the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash (subject to any applicable withholding taxes) with respect to each Share subject to the Company Stock Option equal to the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Company Stock Option (the “Option Payment”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. The Company shall take all necessary action to approve the disposition of the Company Stock Options in connection with the transactions contemplated by this Agreement to the extent necessary to exempt such dispositions under Rule 16b-3 of the Exchange Act. Prior to the Effective Time, Parent shall cause to be wired to an account designated by the Company an amount sufficient to enable the Company to make the payments required pursuant to this Section 3.07.

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") -...

Employee Stock Options. Lithia agrees to grant stock options pursuant to its 1996 Incentive Stock Plan to management employees remaining with the Company after Closing. The number of shares available for grant to all employees in the ▇▇▇▇▇▇▇▇ Group shall be equal to six percent of the total number of shares of Class A Common Stock issued to all the shareholders of the companies in the ▇▇▇▇▇▇▇▇ Group at the Closing and the simultaneous closings of the Other Reorganization Agreements including such additional shares that may be issued as Contingent Merger Consideration, plus six percent of the shares of Class A Common Stock issuable upon conversion of the shares of Series M Preferred Stock issued at the Closing and such simultaneous closings including such additional shares that may be issued as Contingent Merger Consideration, determined as though such Series M Preferred Stock were converted to Class A Common Stock at the date of issuance. The options will be granted during 1999 and 2000 to such persons and in such amounts consistent with Lithia's practices and as proposed by W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

Employee Stock Options. 8 SECTION 3.03

Employee Stock Options. At or immediately prior to the Effective Time, the Company will cause all options then outstanding under the Company's 1986 and 1994 stock option plans (the "Company Option Plans"), whether or not vested, to be cashed out and terminated. The amount payable by the Company in respect of the termination of an outstanding Company stock option will be equal to the difference between the exercise price of the option and the average daily closing price of the Company Common Stock for the ten trading days immediately prior to the Closing Date. The Company may prohibit the exercise of vested options after a specified cutoff date prior to the Effective Time in order to facilitate the orderly liquidation and termination of the remaining vested and nonvested outstanding options. Unless the Board determines otherwise, the Company will suspend payroll deductions and Company stock option grants under the Employee Stock Purchase Plan as of or prior to October 1, 1998. All such Employee Stock Purchase Plan grants will have been exercised or terminated before the Effective Time.