Phantom Stock Options Sample Clauses

Phantom Stock Options. The Company shall take all actions necessary to provide that, immediately prior to the Closing, each phantom stock option (each, a "Phantom Stock Option") granted to a Company employee pursuant to the Company's Phantom Stock Plan (the "Phantom Stock Plan") that is listed in Section 1.4 of the Disclosure Schedule and is outstanding immediately prior to the Closing, whether or not then vested or exercisable, shall, effective as of the Closing and subject to any required consent of the option holder, be cancelled in exchange for (x) a single lump sum cash payment equal to the product of (1) the number of phantom shares of Common Stock subject to such Phantom Stock Option and (2) $16,811.78 less the exercise price per share of such Phantom Stock Option (the "Phantom Stock Value"), (y) newly issued AAMM options, each with a value on the Closing Date equal to the Phantom Stock Value or (z) a combination of cash and shares of AAMM Common Stock, each with a value equal to the Phantom Stock Value; provided that the foregoing shall not require any action that violates the rights of any optionee under the Phantom Stock Plan, the Phantom Stock Options or any agreements in respect thereof. The parties will allocate the deduction attributable to the cancellation of options under this Section 1.4 to the taxable period ending on the Closing Date. The parties agree that the aggregate Phantom Stock Value that is exchanged for newly issued options of AAMM (such aggregate value, the "Phantom Exchange Value") shall be (i) deducted from the amount of Acquired Share Purchase Price paid by Purchaser to Jupiter and (ii) added to the amount of Recapitalization Cash Consideration paid to Jupiter. The parties also agree that (i) the number of Jupiter Acquired Shares received from Jupiter by Purchaser shall be reduced by an amount equal to the quotient of (x) the Phantom Exchange Value divided by (y) 16,811.78 (the "Phantom Share Adjustment Amount") and (ii) the number of Recapitalization Shares purchased from Jupiter by AAMM shall be increased by the Phantom Adjustment Amount.
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Phantom Stock Options. The Executive will be awarded 80,000 phantom stock options on shares of the Company's Common Stock, under which the option price is the average of the high and low per share sale prices of said Common Stock on the New York Stock Exchange on February 20, 1998, vesting at the rate of 16,000 options on each of the first five anniversaries of February 23, 1998 occurring during the term of this Agreement, and exercisable by the Executive and/or his personal representative only during a period ending on the earlier of (A) the first anniversary of the Date of Termination of this Agreement, or (B) February 23, 2008.
Phantom Stock Options. (i) Phantom Stock Options shall permit an Eligible Participant to receive, on or after the Payment Date, in exchange for payment of the Exercise Price, a payment in cash equal to the Phantom Share Value for each Phantom Stock Option granted hereunder.
Phantom Stock Options. Phantom Stock Options shall vest 20% on each of the first, second and third anniversaries of the Effective Date, and forty percent (40%) on the fourth anniversary of the Effective Date. Notwithstanding the foregoing to the contrary, Phantom Stock Options shall become 100% vested upon the death or permanent disability of the Eligible Participant or vest in such other manner as may be set forth in an Eligible Participant's written employment agreement (which agreement shall control to the extent inconsistent with the vesting provisions herein).
Phantom Stock Options 

Related to Phantom Stock Options

  • Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Stock Option Award Within the 60-day period following the Start Date, Executive will receive an award of stock options to purchase Common Stock (the “Options”). The terms and conditions of the Options will be governed by Parent’s 2010 Equity Incentive Plan and the Stock Option Agreement in substantially the form attached hereto as Exhibit A. The number of shares covered by such Options shall equal 50,000. The Options shall have a per share exercise price equal to the fair market value per share of such Option on the date of grant, as determined by the Board.

  • Stock Option Grants Executive will receive an annual grant of stock options during the term of this Agreement in a manner and under terms that are consistent with grants made to other executives of the Company.

  • Incentive Stock Options If the Shares are held for more than twelve (12) months after the date of the transfer of the Shares pursuant to the exercise of an ISO and are disposed of more than two (2) years after the Date of Grant, any gain realized on disposition of the Shares will be treated as long term capital gain for federal and California income tax purposes. If Shares purchased under an ISO are disposed of within the applicable one (1) year or two (2) year period, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price.

  • 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.

  • Nonqualified Stock Options If the Shares are held for more than twelve (12) months after the date of purchase of the Shares pursuant to the exercise of an NQSO, any gain realized on disposition of the Shares will be treated as long term capital gain.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • Stock Option Grant Subject to the provisions set forth herein and the terms and conditions of the Plan, and in consideration of the agreements of the Participant herein provided, the Company hereby grants to the Participant an Option to purchase from the Company the number of shares of Common Stock, at the exercise price per share, and on the schedule, set forth above.

  • Nonstatutory Stock Option The Optionee may incur regular federal income tax liability upon exercise of a NSO. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

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