Stock Options Sample Clauses


Stock Options. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time approve. Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a subsidiary corporation within the meaning of Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. Stock Options granted pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so determines, Stock Options may be granted in lieu of cash compensation at the optionees election, subject to such terms and conditions as the Administrator may establish.


Stock Options. Subject to the approval of the Board pursuant to the Companys equity incentive plan you may from time to time be granted stock options of shares of Company common stock at a per share exercise price equal to the per share fair market value of the Companys common stock on the date of grant as determined by the Board. Option grants are made at regular Board meetings held approximately once each calendar quarter. Such stock options will vest as determined by the Board, as long as you remain in continuous service with the Company and a portion of the shares subject to your outstanding options may vest on an accelerated basis pursuant to Sections 7 or 8. Except as provided herein, such stock option will be subject to the provisions of the equity incentive plan of the Company under which the options are granted and the applicable form of stock option agreement there under (the Plan Documents).

Stock Options. Without limiting the foregoing, on the Effective Date, the Executive shall be entitled to participate in the Company's 2013 Equity Incentive Plan and any other applicable option plans (the "Plan"). All issuances under that plan including stock options, shall be determine by the Compensation Committee of the Board and then approved by the full Board, and shall be in such type, amounts, timing and distribution terms as it determines to be appropriate. In addition, the Executive shall be eligible to receive grants of additional equity and options on an annual basis at the sole discretion of the Board.

Stock Options. All options to purchase common shares of the Corporation granted to the Executive shall vest and become immediately exercisable upon the occurrence of a Change in Control. In the event that the Executive is entitled to a payment pursuant to section 2.01 or 2.02 hereof, the term during which any option to purchase common shares of the Corporation granted to the Executive by the Corporation or any subsidiary of the Corporation may be exercised shall be extended to the later of the expiry date of the option and 24 months after the date of the giving of notice by the Executive pursuant to section 2.01 hereof or the dismissal from employment with the Corporation of the Executive as referred to in section 2.02 hereof, as the case may be, provided that the maximum term of any such option shall not exceed 10 years from the date of grant of such option. In addition, in such event any provisions of such an option which restricts the number of common shares of the Corporation which may be purchased before a particular date shall be waived. In the event that the price at which common shares of the Corporation may be purchased upon the exercise of any option granted at the same time as the option was granted to the Executive is reduced, the price at which common shares of the Corporation may be purchased by the Executive pursuant to the exercise of the option held by the Executive shall be reduced to the lowest price at which common shares of the Corporation may be purchased pursuant to any such option. The terms of any option agreement evidencing such option shall be deemed to be amended to reflect the provisions of this section 2.04. Nothing in the provisions hereof shall preclude the Executive from participating in any purchase or exchange of options or shares which may occur upon a Change in Control.

Stock Options. Immediately prior to the Effective Time, each outstanding and unexercised option to purchase shares of CAC Common Stock (each, a CAC Stock Option) will, at the Effective Time, cease to represent an option to purchase CAC Common Stock and will be converted automatically into an option to purchase a number of shares of CEC Common Stock (each, a Converted Stock Option) equal to the product (rounded down to the nearest whole share) of (i) the number of shares of CAC Common Stock subject to such CAC Stock Option and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (x) the exercise price of such CAC Stock Option divided by (y) the Exchange Ratio, and each unvested CAC Stock Option granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionees termination of employment without cause (as defined in the Caesars Acquisition Company 2014 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time. Prior to the Effective Time, the CAC Board shall adopt appropriate resolutions and take all other actions necessary to cause each CAC Stock Option to be converted, assumed and amended, as applicable, in accordance with the foregoing. Following the Effective Time, except for the amendment of the unvested CAC Stock Options granted pursuant to the Caesars Acquisition Company 2014 Performance Incentive Plan, each Converted Stock Option will continue to be governed by the same terms and conditions as were applicable under the CAC Stock Plan for each CAC Stock Option immediately prior to the Effective Time. Immediately prior to the Effective Time, each outstanding and unvested CEC Stock Option granted under to the Caesars Entertainment Corporation 2012 Performance Incentive Plan shall be amended to provide that it shall become vested and exercisable (at target performance levels, if applicable) upon the optionees termination of employment without cause (as defined in the Caesars Entertainment Corporation 2012 Performance Incentive Plan) by the Surviving Entity or any of its Subsidiaries or for Good Reason (as defined herein), in either case within six (6) months following the Effective Time.

Stock Options. Concurrent with the closing of the Transaction, the Company shall cause the Parent to grant Executive a stock option (the Option Grant) to purchase 750,000 shares of Common Stock, at an exercise price of $10.00 per share. The Option Grant will be pursuant and subject to the terms and conditions set forth in the Parents 2007 Stock Incentive Plan (the Stock Incentive Plan) and Executives option agreement associated with the Option Grant (the Option Agreement, which is attached hereto as Appendix [ ]), and Executives purchase of the Purchased Shares as provided in Section 2(c)(vii) below.

Stock Options. All outstanding stock options and stock awards held by Executive at the date of Executives termination of employment that would have otherwise become vested and exercisable during the Severance Period will become vested and exercisable during the Severance Period as if Executive had remained employed during the Severance Period. Subject to the provisions of Section 2.2(a) below, Executive shall have up to ninety (90) days following the expiration of the Severance Period to exercise his vested options or awards (provided that nothing in this Agreement shall extend the right of exercise beyond the earlier of (a) the final exercise or termination date, as set forth in the respective option or award agreement, or (b) the date of termination, cancellation or exchange of an option as a result of a change in the Companys capitalization or any reorganization event, including (i) any merger or consolidation of the Company with or into another entity as a result of which the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any exchange of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange transaction, (iii) any liquidation or dissolution of the Company, or (iv) any similar event). All options or awards not exercised at the end of this period shall expire and be null and void. All stock option or stock award agreements between the Executive and the Company shall continue in full force and effect except that in the event of any conflict between this Agreement and either the stock option or award agreement or relevant stock plan, the terms of this Agreement shall prevail, except that this Agreement shall not be construed to limit, in any way, Executives rights granted under Executives option or award agreements or relevant stock plan.


Stock Options. Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an ISO) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the fair market value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

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 NYSE and any other exchange on which Company securities are traded, (iv) the per share exercise price of each Stock Option was equal to the fair market value of a share of Common Stock on the applicable Grant Date and (v) 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 Companys 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 coordinate 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.