SARs and Options Sample Clauses
The "SARs and Options" clause defines the terms and conditions under which Stock Appreciation Rights (SARs) and stock options are granted to individuals, typically employees or directors, within an organization. It outlines eligibility, vesting schedules, exercise procedures, and any limitations or restrictions on these equity-based awards. For example, the clause may specify how and when recipients can exercise their options or SARs, and what happens to unexercised awards upon termination of employment. Its core practical function is to provide a clear framework for granting and managing equity incentives, thereby aligning the interests of recipients with those of the company and ensuring transparency in the administration of such awards.
SARs and Options. In the event of a Change of Control, each outstanding SAR and Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the SAR and Option, the Participant shall fully vest in and have the right to exercise the SAR or Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an SAR or Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the SAR or Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the SAR or Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the SAR or Option shall be considered assumed if, following the Change of Control, the SAR or option confers the right to purchase or receive, for each Share of Optioned Stock subject to the SAR or Option immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of 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 of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the SAR or Option, for each Share of Optioned Stock subject to the SAR or Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.
SARs and Options. Promptly following the execution of this Agreement, HMI shall adopt such resolutions and take all necessary actions, including using its reasonable best efforts to obtain any required consents from all holders of Vested Company Options and Unvested Company Options, that are necessary to effect the transactions described in Clause 2.2. ASML and its counsel shall be given a reasonable opportunity to review and comment on any such actions prior to the execution thereof and HMI shall give reasonable and good faith consideration to all reasonable comments of ASML and its counsel.