Replacement Options Sample Clauses


Replacement Options. Options are outstanding under the Prior Program that provide for the grant of replacement options if all or any portion of the exercise price or taxes incurred in connection with the exercise of the original option are paid by delivery of other Shares (or, in the case of payment of taxes, by withholding of Shares). The Committee may only grant replacement options (replacement options) under the Program to the extent required with respect to such options granted under the Prior Program and with respect to replacement options granted with a replacement option feature. Any replacement options granted under the Program shall be Nonqualified Stock Options. In addition, any such replacement options shall (i) cover the number of Shares surrendered to pay the exercise price plus the number of Shares surrendered or withheld to satisfy the optionees tax liability, (ii) have an exercise price equal to one hundred percent (100%) of the Fair Market Value of such Shares on the date such replacement option is granted, (iii) first be exercisable six months from the date such replacement option is granted, (iv) have an expiration date identical to the expiration date of the original option, and (v) contain a similar replacement option feature.


Replacement Options. The Committee may provide at the time of grant that an Option shall include the right to acquire a Replacement Option upon the exercise of such Option (in whole or in part) prior to an Employees Separation from Service if the payment of the Option Price is paid in Shares. In addition to any other terms and conditions the Committee deems appropriate, the Replacement Option shall be subject to the following terms:

Replacement Options. The Corporation may grant options under the Plan on terms differing from those provided for in this Plan where such options are granted in substitution for options held by employees of other corporations who have become employees of the Corporation or a subsidiary as the result of a merger, consolidation or other reorganization of the employing corporation with the Corporation or subsidiary, or the acquisition by the Corporation or a subsidiary of the business, property or stock of the employing corporation. The Committee may direct that the substitute options be granted on such terms and conditions as the Committee considers appropriate in the circumstances.

Replacement Options. Research Pharmaceutical Services, Inc. (a Pennsylvania corporation) underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc. and the shareholders of Research Pharmaceutical Services, Inc. as of the Closing Date. Pursuant to this transaction, options outstanding under the predecessor Research Pharmaceutical Services, Inc. 2002 Equity Incentive Plan were cancelled as of the Closing Date and optionees were granted Replacement Options. Each Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of Section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Options.

Replacement Options. Subject to possible differences in certain international locations, the Replacement Options will have an exercise price equal to the Fair Market Value of the Companys Common Stock on the date of the new grant. Except in certain countries outside the United States as determined by the Administrator in its sole discretion and except in the case of Six Months Prior Options, the Replacement Options will have a term of seven years and will vest over a thirty-month period with twenty percent vesting on the six-month anniversary of the grant date and the remainder vesting in equal amounts on a monthly basis. The Replacement Options for the Six Months Prior Options will have the same term and vesting schedule as the Options they are replacing. All other terms of the Replacement Options will be governed by the Plan.

Replacement Options. A Stock Option Agreement between OIS and each of the MediVision Employees in form and substance reasonably satisfactory to OIS.

Replacement Options. This Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option Award agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Option.


Replacement Options. The Corporation may grant options under the Plan on terms differing from

Replacement Options. In the event of a merger, consolidation, acquisition, separation, reorganization or similar occurrence, where the Company will be the surviving entity, the Committee, at its sole discretion, may assume or issue Stock Options under this Plan to replace existing Stock Options issued by acquired entity. The replacement options shall have an option price in which the excess of the aggregate Fair Market Value of the shares subjected to the option immediately after the replacement over the aggregate option price of such shares is not more than the excess of the aggregate Fair Market Value of all shares subject to the option immediately before such replacement over the aggregate option price of such shares. The Committee has discretion to issue replacement Stock Options whose terms conform with those of the existing Stock Options of the acquired company even if such terms conflict with the terms provided in this plan. The Committee shall not, in any event, issue replacement options which give an option of the acquired company any additional benefits not then existing under the optionees original Stock Options.

Replacement Options. Each STI Option granted prior to the Effective Time and remaining outstanding immediately prior to the Effective Time shall cease to represent a right to acquire shares of STI Common Stock and shall be converted (as so converted, an STI Converted Option), at the Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the STI Option (but taking into account the acceleration of the vesting thereof), as set forth in Section 1.8(b)(iii) that number of shares of the Company Common Stock determined by multiplying the number of shares of STI Common Stock subject to such STI Option by the STI Exchange Ratio, rounded, if necessary, to the nearest whole share of the Company Common Stock; provided, however, that in the case of any STI Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.