Option Awards Clause Samples

Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the respective Recipients will change significantly as a result of the Change in Control, then each such Option shall become immediately exercisable for the full number of shares subject to such Option or any thereof, less such number as shall theretofore have been acquired on exercise of such Option, and shall be terminated if not exercised before or at the time of such Change of Control.

Option Awards. Each Lionsgate Option Award that is outstanding immediately prior to the Separation Effective Time shall be converted as of the Separation Effective Time into either a New Lionsgate Option Award or a Starz Option Award as described below: (i) Each Lionsgate Option Award held by a New Lionsgate Group Employee or by a Former Employee shall be converted as of the Separation Effective Time, through an adjustment thereto, into a New Lionsgate Option Award and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting and expiration) after the Separation Effective Time as applicable to such Lionsgate Option Award immediately prior to the Separation Effective Time. From and after the Separation Effective Time: (A) the number of New Lionsgate New Common Shares subject to such New Lionsgate Option Award, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (1) the number of LGEC Shares subject to the corresponding Lionsgate Option Award immediately prior to the Separation Effective Time, by (2) the Applicable New Lionsgate Ratio; and (B) the per share exercise price of such New Lionsgate Option Award, rounded up to the nearest cent, shall be equal to the quotient obtained by dividing (1) the per share exercise price of the corresponding Lionsgate Option Award as of immediately prior to the Separation Effective Time, by (2) the Applicable New Lionsgate Ratio. (ii) Each Lionsgate Option Award held by a Starz Group Employee shall be converted as of the Separation Effective Time into a Starz Option Award, and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting and expiration) after the Separation Effective Time as applicable to such Lionsgate Option Award immediately prior to the Separation Effective Time. From and after the Separation Effective Time: (A) the number of Starz Common Shares subject to such Starz Option Award, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (1) the number of LGEC Shares subject to the corresponding Lionsgate Option Award immediately prior to the Separation Effective Time, by (2) the Applicable Starz Ratio; and (B) the per share exercise price of such Starz Option Award, rounded up to the nearest cent, shall be equal to the quotient obtained by dividing (1) the per share...

Option Awards. The Company represents and warrants to the Executive that all shares issued pursuant to any equity award granted to the Executive by the Company, upon issuance to the Executive, will be duly authorized, fully paid and non-assessable. A sufficient number of shares for each such equity award will be properly reserved.

Option Awards. On a Change in Control, except as otherwise provided in the applicable Agreements, either: (i) the surviving or resulting corporation or the successor to the business of the Company shall assume all Options outstanding under this Plan or shall substitute similar options for those outstanding under this Plan, or (ii) such Options shall continue in full force and effect; provided that, if such surviving or resulting corporation or such successor refuses to assume or continue such Options or to substitute similar options for those outstanding under this Plan, and if the nature and terms of employment or engagement, including compensation and benefits, of the

Option Awards. Each Parent Option Award that is outstanding as of immediately prior to the Effective Time shall be treated as follows:

Option Awards. Employer shall grant to the Executive Options to purchase 75,000 shares of Common Stock to be issued only if the Executive can achieve certain performance objectives. All Options granted pursuant to this paragraph shall: (i) be subject to an option agreement containing terms substantially similar to the terms generally provided in the option agreements of the Employer’s other senior managers (except as otherwise modified herein); (ii) have a term of 10 years from the date of grant; (iii) shall be fully vested and be exerciseable as follows: a. At the end of Employment Period one, at September, 30, 2006, Options with respect to 25,000 shares, with an exercise price equal to $12.00, shall be issued vest and be exerciseable immediately; only if the company has reached the performance objective of 4,800 booked moves. b. At the end of Employment Period two, at September, 30, 2007, Options with respect to 25,000 shares, with an exercise price equal to $15.00, shall be issued vest and be exerciseable immediately; only if the company has reached the performance objective of 9,000 booked moves. c. At the end of Employment Period three, at September, 30, 2008, Options with respect to 25,000 shares, with an exercise price equal to $17.00, shall be issued vest and be exerciseable immediately; only if the company has reached the performance objective of 12,000 booked moves. PROVIDED, HOWEVER, that upon a Change of Control, all Options that have not yet vested and become exerciseable shall be deemed to have vested and have become exerciseable as of the time immediately preceding such Change of Control; (iv) shall provide for cashless exercise of such Options; (v) be issued under a qualified omnibus long-term incentive plan (a “Plan”) that will provide for Incentive Stock Options pursuant to Internal Revenue Code (“Code”) Section 422, non-qualified stock options and other forms of long-term incentives. If the Employer does not have a Plan applicable to the Executive or if an existing Plan does not provide for the foregoing terms or if sufficient shares are not available for grant under an existing Plan, Employer undertakes to implement a Plan to provide for the issuance of Executive’s Options. Failure of the Employer to implement such a Plan shall not prevent Executive’s right to receive his Options and he may elect, in his sole discretion, to receive Options not subject to a Plan.

Option Awards. At the Effective Time, each option to purchase shares of Company Common Stock (a “Company Stock Option”), whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time and which has not been canceled prior thereto shall, at the Effective Time, automatically and without any required action on the part of the holder thereof, fully vest (to the extent not vested) and be canceled, and at the Effective Time, Company or Company Bank shall pay to the holder thereof cash in an amount equal to the product of (i) the number of shares of Company Common Stock provided for in each such Company Stock Option, and (ii) the excess, if any, of (x) the Per Share Cash Equivalent Consideration over (y) the Exercise Price (the “Cash Payment”). Any Company Stock Option for which the Exercise Price exceeds the Per Share Cash Equivalent Consideration shall be cancelled as of the Effective Time without payment. For purposes of this Section 2.09, “Exercise Price” shall mean the exercise price per share of Company Common Stock provided for with respect to such Company Stock Option. The Cash Payment shall be paid in cash on or before the Closing Date, and shall be made without interest and shall be less applicable tax withholdings. Company shall prohibit the exercise of any Option beginning on and after the fifth (5) trading day immediately preceding the Effective Time. Company or Company Bank, as applicable, shall be responsible for any applicable withholding and tax reporting with respect to cash payments made in accordance with this Section 2.09(a).

Option Awards. Corporation will grant Executive nonqualified stock option awards for 200,000 shares of Corporation's common stock (the "Option") under Corporation's Stock Award Plan (the "Plan"). The Option will have the following additional features: o The option purchase price per share will be the Fair Market Value (as defined in the Plan) on the Effective Date or $4.00, whichever is greater; o The Option will have a term of 10 years, commencing on the Effective Date; o The Option will be exercisable as follows: o The Option will be immediately exercisable as to 50,000 shares; and o The Option will become exercisable as to an additional 50,000 shares on the first, second and third anniversaries of the Effective Date.

Option Awards. Effective as of the Distribution, each Illumina Option Award held as of immediately prior to the Distribution by any GRAIL Employee, whether vested or unvested, shall be converted into an option to purchase shares of GRAIL Stock (a “Converted GRAIL Option”), with the number of shares of GRAIL Stock subject to the Converted GRAIL Option equal to the product, rounded down to the nearest whole share, of (a) the number of shares of Illumina Stock subject to such Illumina Option Award as of immediately prior to the Distribution and (b) the GRAIL Option Conversion Ratio. Each Converted GRAIL Option shall have a per-share exercise price equal to (i) the per-share exercise price of the corresponding Illumina Option Award divided by (ii) the GRAIL Option Conversion Ratio, rounded up to the nearest cent. All other terms and conditions of the Converted GRAIL Options, including vesting terms, shall be the terms and conditions that applied to the applicable Illumina Option Award.