Holding Options Clause Samples
Holding Options. HOLDING agrees that at the Closing, it shall reserve and set aside options to purchase shares of HOLDING Stock to be allocated to the officers and employees of the COMPANY and the Other Founding Companies representing, in the aggregate, 6% of the HOLDING Stock outstanding as of the close of the IPO. Half of such options shall be allocated equally among the COMPANY and the Other Founding Companies, and the other half of such options shall be allocated among the COMPANY and the other Founding Companies based on their relative valuations determined by reference to the aggregate consideration to be paid to their respective stockholders pursuant to this Agreement and the Other Agreements. Following consummation of the IPO, the COMPANY's Board of Directors will be entitled to determine the recipients of such option grants subject to the terms of HOLDING's stock option plan and applicable law.
Holding Options. 50 -iii-
Holding Options. (a) On the Effective Date of the Agreement, GECC will grant you options (the "Holding Options") to purchase from GECC that number of shares of Stock which equals 5% of the issued and outstanding shares of Stock on a fully diluted basis after giving effect to the stock options granted to you pursuant to Section 6(a) of the Agreement as of the date of this Agreement. For purposes of this calculation, the number of shares of Stock underlying the Holding Options shall be adjusted upwards from time to time until the last day of the fiscal year of the Company ending on or about December 31, 1998, to give effect to the grant of stock options during such period to management employees of the Company covering up to 10% of the outstanding shares of Stock on a fully diluted basis after giving effect to such grants. The Holding Options will become vested in successive cumulative installments of 25% of the underlying shares on each December 31, beginning on December 31, 1997; provided, however, that no installment shall vest unless at such time you are, and have been at all times since the date of grant, employed by the Company. The exercise price per share of Stock underlying the Holding Options shall be equal to the Fair Market Value Per Share, as of December 29, 1996 (i.e. the first day of the 1997 fiscal year). Notwithstanding anything in this Section 4 to the contrary, none of such vested Holding Options shall be exercisable unless the Appraised Value (as defined below) of the Company is equal to or greater than $1 billion at any time during the period of your employment plus twelve months thereafter (up to a maximum of six years after December 26, 1996). The vested Holding Options will be exercisable at any time and from time to time during your employment with the Company and through the last day of the third month after termination of such employment. Under no circumstances will a Change in Control under the Agreement be deemed to occur solely as a result of your exercise of the Holding Options. No Holding Option is transferable or assignable except that you may transfer all or part of the Holding Options to a family trust of other such trust created for the benefit of you, your spouse and/or your children for estate planning purposes.
Holding Options