Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each a "COMPANY STOCK OPTION") under the Company Stock Option Plans, whether or not exercisable, will be assumed by Parent. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company 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 and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent.
Stock Options and Employee Benefits. 40 5.12 Form S-8.................................................... 41 5.13
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock under the Company's Nonemployee Director Plan and the 1982 Option Plan (each, a "Company Stock Option"), whether or not exercisable, whether or not vested, shall by virtue of the Merger be assumed by Parent in such manner that Parent (i) is "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code, or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be a transaction within Section 424 of the Code. Each Company Stock Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company 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 and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. Parent shall, from and after the Effective Time, upon exercise of the Company Stock Options in accordance with the terms thereof, make available for issuance all shares of Parent Common Stock covered thereby and shall, as promptly as practicable after the Effective Time, issue to each holder of an outstanding Company Stock Option a document evidencing the foregoing assumption by Parent. It is the intention of the parties that each Company Stock Option assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such option qualified as an incentive stock option prior to the Effective Time.
Stock Options and Employee Benefits. 36 5.9 Form S-8...........................................................................................37 5.10 Indemnification....................................................................................37 5.11 NYSE Listing.......................................................................................37 5.12 Company Affiliate Agreement........................................................................38 5.13 Regulatory Filings; Reasonable Efforts.............................................................38 5.14 No Rights Plan Amendment...........................................................................38 5.15 Termination of 401(k) Plan.........................................................................38 5.16 Termination of Severance and Salary Continuation Plans.............................................39 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE VI CONDITIONS TO THE MERGER..................................................................................39 6.1 Conditions to Obligations of Each Party to Effect the Merger.......................................39 6.2 Additional Conditions to Obligations of Company....................................................40 6.3 Additional Conditions to the Obligations of Parent and Merger Sub..................................40
Stock Options and Employee Benefits. (a) Stock Options - Cash Exchange. Subject to Section 7.8(b), ----------------------------- immediately prior to the Effective Time, the Company shall take such actions as may be necessary such that immediately prior to the Effective Time each stock option outstanding and unexercised pursuant to the Stock Plans (the "Option"), ------ whether or not then exercisable, shall be canceled and shall cease to be exercisable. In consideration for such cancellation, the holder thereof, as soon as practicable after the Effective Time, will receive an amount in cash from Purchaser equal to the result of multiplying the number of shares of Company Common Stock previously subject to such Option by the difference between the Merger Consideration and the per share exercise price of such Option.
Stock Options and Employee Benefits. At the Effective Time, the Integrated's Stock Option Plans and each outstanding Parent Stock Option under the Parent's Stock Option Plan, whether or not exercisable, will be assumed by the Parent. Each Parent Stock Option so assumed by the Parent under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Parent Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Parent Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Parent Common Stock that were issuable upon exercise of such the Parent 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, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Parent Stock Option will be equal to the quotient determined by dividing the exercise price per share of the Parent Common Stock at which the Parent Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, the Parent will issue to each holder of an outstanding Parent Stock Option a notice describing the foregoing assumption of such Parent Stock Option by the Parent. The Parent has reserved sufficient shares of Parent Common Stock for issuance under this Agreement.
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Fractal Common Stock (each a "FRACTAL STOCK OPTION") under the Fractal Stock Option Plans, whether or not exercisable, will be assumed by MetaTools. Each Fractal Stock Option so assumed by MetaTools under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Fractal Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Fractal Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of MetaTools Common Stock equal to the product of the number of shares of Fractal Common Stock that were issuable upon exercise of such Fractal Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of MetaTools Common Stock, and (ii) the per share exercise price for the shares of MetaTools Common Stock issuable upon exercise of such assumed Fractal Stock Option will be equal to the quotient determined by dividing the exercise price per share of Fractal Common Stock at which such Fractal Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. After the Effective Time, MetaTools will issue to each holder of an outstanding Fractal Stock Option a notice describing the foregoing assumption of such Fractal Stock Option by MetaTools.
Stock Options and Employee Benefits. 61 5.9 Form S-8; Form S-3............................................................................ 63 5.10 Indemnification............................................................................... 63 5.11 Board of Directors of Parent.................................................................. 64 5.12 Nasdaq Listing of Parent Common Stock......................................................... 64 5.13 Company Affiliates; Restrictive Legend........................................................ 64 5.14 Tax Treatment as Reorganization............................................................... 65 5.15 Section 16 Matters............................................................................ 65 5.16
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (each, a "Company Stock Option") under Company's 1995 Stock Option Plan (including options granted
Stock Options and Employee Benefits. (a) At the Effective Time, each outstanding option to purchase shares of CKS Common Stock (each a "CKS Stock Option") under the CKS Stock Plans, whether or not exercisable, will be assumed by USWeb. Each CKS Stock Option so assumed by USWeb under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable CKS Stock Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each CKS Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares A-34
