Options and SARs. Except as otherwise provided in an Award Agreement:
Options and SARs. In the event of a Change in Control, each outstanding Option and SAR shall be assumed or an equivalent option or SAR substituted by the successor corporation or Affiliate of the successor corporation. With respect to Options and SARs granted to an Outside Director that are assumed or substituted for, if immediately prior to or after the Change in Control the Participant’s status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant, then the Participant shall fully vest in and have the right to exercise such Options and SARs as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. Unless otherwise determined by the Administrator, in the event that the successor corporation refuses to assume or substitute for the Option or SAR, the Participant shall fully vest in and have the right to exercise the Option or SAR as to all of the Awarded Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the Option or SAR shall be exercisable for a period of up to 15 days from the date of such notice, and the Option or SAR shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or SAR shall be considered assumed if, following the Change in Control, the option or stock appreciation right confers the right to purchase or receive, for each Share of Awarded Stock subject to the Option or SAR immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the successor corporation or its Affiliate, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or SAR, for each Share of Awarded Stock subject to the Option or SAR, to be solely common stock of the successor corporation or its Aff...
Options and SARs. Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than three million (3,000,000) shares of Stock reserved for issuance under the Plan.
Options and SARs. The aggregate maximum number of Shares that may be subject to Awards of Options and SARs, including ISOs, granted in any one Plan Year to any one Participant shall be one million five hundred thousand (1,500,000).
Options and SARs. The vesting, forfeiture and other terms of payout for Awards of Options and SARs that apply in the event that a Participant ceases to be an Employee of the Company or any of its Affiliates shall be determined as set forth in the applicable Award Agreement for Awards granted beginning in February 2013, and as follows for Awards granted prior to February 2013:
Options and SARs. The vesting, forfeiture and other terms of payout for Awards of Options and SARs that apply in the event that a Director’s services cease shall be determined as set forth in the applicable Award Agreement for Awards granted beginning in February 2013, and as follows for Awards granted prior to February 2013: All rights of a Director under an outstanding Award, to the extent it has not been exercised, shall terminate 90 days after the date of the termination of his or her services as a Director for any reason other than: (i) the death of the Director; (ii) cessation of services as a Director because the individual, although nominated by the Board of Directors, is not elected by the shareholders to the Board of Directors; or (iii) cessation of services as a Director because of total and permanent disability as defined in Section 22(e)(3) of the Code (collectively, “Termination Events”). If a Director’s services as such cease because of a Termination Event, his or her unvested Options and SARs shall vest immediately. All vested Options and SARs shall expire one year after the date of a Termination Event.
Options and SARs. Unless otherwise agreed to by Parent and selected holders thereof in writing, at the Effective Time, each outstanding equity award granted under the Stock Plans that is an option to purchase Shares (a “Company Option”) and each stock appreciation right (“SAR”), whether vested or unvested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option to purchase
Options and SARs. If the Committee determines that Options and SARs will be assumed or an equivalent option or right substituted by the successor corporation or a parent or Subsidiary of the successor corporation, then
Options and SARs. (a) Xxxxxxxx agrees that on or prior to May 31, 1998 she will exercise in full options granted to her by the Company as of April 30, 1996, being incentive stock options exercisable to purchase 24,500 shares of Common Stock at an exercise price of $1.50 per share (the "Options"), pursuant to the terms for the exercise of the Options set forth in the NonTransferable Incentive Stock Option Agreement, dated as of April 30, 1996, between the Company and Xxxxxxxx regarding the Options. The Company agrees that it will use its best efforts to file and effect prior to May 31, 1998 a registration statement on Form S-8 covering the issuance of 24,500 shares of Common Stock to Xxxxxxxx upon the exercise of the Options.
Options and SARs. Except as otherwise agreed after the date of this Agreement by Parent and a holder of Company Options or Company SARs (each as defined below), as of the Effective Time, each option to purchase Shares (a “Company Option”) and each stock appreciation right (a “Company SAR”) granted under the TPC Group Inc. 2004 Stock Award Plan and the TPC Group Inc. 2009 Long-Term Incentive Plan (collectively, the “Stock Plans”), which, in each case, is outstanding immediately prior to the Effective Time, whether or not vested or exercisable, shall become fully vested and exercisable and, at the Effective Time, shall be canceled by the Company and converted into the right to receive from the Surviving Corporation (and Parent shall cause the Surviving Corporation to pay), promptly following the Effective Time (but in no event later than the third business day following the Effective Time), in consideration for such cancellation, an amount in cash equal to (i) the product of (x) the total number of Shares subject to the Company Option or Company SAR, as applicable, immediately prior to the Effective Time times (y) the excess, if any, of the Per Share Merger Consideration over the exercise price or xxxxx xxxxx, as applicable, per Share under such Company Option or Company SAR, as applicable, less (ii) any amounts required to be withheld or deducted with respect to such payment and without interest. In the event that the exercise price or xxxxx xxxxx of any Company Option or Company SAR, as applicable, is equal to or greater than the Per Share Merger Consideration, such Company Option or Company SAR, as applicable, shall be cancelled as of the Effective Time without payment therefor and have no further force or effect.
