Restoration Options Clause Samples

Restoration Options. (i) At the time that an Option is granted, the Committee may, in its sole discretion, determine that the Option Agreement shall provide that the Participant shall be granted a further Option on the terms and conditions set forth in this Section 6.4 (a "Restoration Option") and on such other terms and conditions that are not inconsistent with this Section 6.4 when the Participant exercises the Option, in whole or in part, and pays the exercise price pursuant to Section 6.2(ii)(2) hereof and/or required tax withholding pursuant to Section 9.3 hereof with shares of Common Stock that have been held by the Participant for at least six (6) months. A Restoration Option shall become vested and exercisable on the date that is six (6) months after the date the Restoration Option was granted. The Restoration Option shall be exercisable only to the extent that the Participant is employed by the Company, a Subsidiary, or an Affiliated Entity on the date the Restoration Option is exercised and only to the extent that the Participant has been employed continuously by the Company, Subsidiary, or Affiliated Entity from the date the Restoration Option is granted through the date the Restoration Option is exercised. The Restoration Option shall terminate and be null and void upon the Participant's termination of employment, for any reason, from the Company, Subsidiary, or Affiliated Entity. (ii) A Restoration Option shall be granted, without further action of the Committee or the Participant, if the payment provision described in subsection 6.4(i) above is used and/or Shares are surrendered to pay required tax withholding and if there is a period of more than six (6) months remaining in the term of the original Option. (iii) Each Restoration Option: (A) shall cover the number of shares of Stock that is equal to the shares actually or constructively delivered to the Company as described in subsection 6.4(i) above; (B) shall be granted on the date on which the original Option is exercised and shall have an Option Price of one hundred percent (100%) of the Fair Market Value on such date; provided however, that the Option Price shall never be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date the option is granted within the meaning of Section 409A of the Code; (C) shall become exercisable in installments commencing six (6) months after the date of grant as provided in subsection 6.4(i) above and shall terminate by its terms on the same...

Restoration Options. The Committee may grant a Participant the right to receive a restoration Option with respect to an Option or any other option granted by the Company. Unless the Committee shall otherwise determine, a restoration Option shall provide that the under- lying option must be exercised while the Participant is an employee of or consultant to the Company or an Affiliate and the number of Shares which are subject to a restoration Option shall not exceed the number of whole Shares exchanged in payment of the original option.

Restoration Options. Pursuant to the terms of Plan, the Participating Company will grant the Participant Restoration Options for the calendar year(s) ________. The Grant Date Spread of each Restoration Option will equal the Lost Qualified Plan Credits for the calendar year. "Lost Qualified Plan Credits" means the excess, if any, of the Aggregate Qualified Plan Credits that would have been on the Participant's behalf for the calendar year (include only the applicable provisions) [if the Grant Date Spread of Regular Options and Bonus Options had been considered as compensation under the Qualified Plans (before the application of Code Section 401(a)(17))] [if the Internal Revenue Code (the "Code") limitations on Qualified Plan Credits, such as those found in Code Sections 401(a)(17), 415, 401(k) and 403(b) had not applied] [if salary reductions under the Participating Company's Section 125 cafeteria plan had been considered as compensation under the Qualified Plans (before the application of Code Section 401(a)(17))]

Restoration Options. In the event that any Participant delivers Shares in payment of the exercise price of any Option granted hereunder in accordance with Section 7(d), or in the event that the withholding tax liability arising upon exercise of any Option by a Participant is satisfied through the withholding by the Company of Shares otherwise deliverable upon exercise of the Option, the Committee shall have the authority to grant or provide for the automatic grant of a Restoration Option to such Participant. The grant of a Restoration Option shall be subject to the satisfaction of such conditions or criteria as the Committee in its sole discretion shall establish from time to time. A Restoration Option shall entitle the holder thereof to purchase a number of Shares equal to the number of such Shares so delivered or withheld upon exercise of the original Option, in the discretion of the Committee. A Restoration Option shall have a per share exercise price of not less than the Fair Market Value of the Shares subject to such Restoration Option on the date of 17 grant thereof and such other terms and conditions as the Committee in its sole discretion shall determine.

Restoration Options. (a) Subject to the conditions of paragraph 4(b) below, in the event the Optionee exercises the Option, in whole or in part, and pays the purchase price by delivering shares of Common Stock, the Optionee shall automatically be granted on the date of such exercise a Restoration Option. Such Restoration Option shall be a Nonstatutory Stock Option for the number of shares so tendered plus, if applicable, any shares of Common Sock tendered to satisfy withholding tax liability arising in connection with such exercise, shall have a purchase price per share equal to the Fair Market Value of a share of Common Stock on the date of such exercise, shall be exercisable from the date of grant of such Restoration Option until the earlier of (i) the expiration date specified in paragraph 3(a) above (ii) or the time provided in paragraph 7(a), (b) or (c) below, as applicable, and shall be reflected in a Restoration Option Award furnished to the Optionee as soon as practicable after the date of such exercise. (b) Paragraph 4(a) shall not be applicable (i) to an exercise of the Option after December 2, 2009, (ii) to an exercise of the Option when the Fair Market Value of a share of Common Stock is not at least $73.03, (iii) to an exercise of the Option at any time after the Optionee has terminated employment with the Corporation for any reason, or (iv) if the Committee determines that paragraph 4(a) shall not be applicable.