Stock Options and Stock Appreciation Rights. All Company stock options, stock appreciation rights or similar stock-based awards held by the Executive will be accelerated and exercisable in full as of the Date of Termination, without regard to the exercisability or vesting of such awards prior to the Date of Termination.
Stock Options and Stock Appreciation Rights. Options entitle the option holder to purchase shares at a price - the exercise price - to be established by the Committee. Options may be granted in the form of ISOs and NQSOs to employees and in the form of NQSOs to non-employee directors. ISOs are subject to certain additional restrictions under Section 422 of the Code, including that the fair market value of the Common Shares subject to ISOs exercisable by a participant for the first time in any calendar year may not exceed $100,000. SARs entitle the SAR holder to receive cash or Common Shares equal to the positive difference (if any) between the exercise price and the fair market value of the Common Shares underlying the SAR on the exercise date. The exercise price of any Option or SAR granted under the Plan may not be less than the fair market value of the underlying Common Shares (i.e., the closing price of the Common Shares on the NASDAQ Global Select Market) on the date of grant. The Compensation Committee will determine the terms under which the Options and SARs vest and become exercisable, which terms may be based on the continued service of the participant for specified time periods or on the attainment of specified business performance goals (or both) as established by the Compensation Committee in the applicable award agreement. The Plan requires Options and SARs to be subject to a minimum service requirement or a minimum performance requirement (or both) of not less than one year before they can vest; except that (i) up to 5% of the Common Shares available under the Plan may be granted pursuant to awards of Options, SARs, Restricted Stock or Stock Units with a vesting period of less than one year and (ii), subject to the “double trigger” requirements of the Plan, Awards may vest prior to one year as a result of a Change in Control, death or Disability (the “Vesting Limitation Exception”). Award agreements may allow the option or SAR holders to exercise vested Options or SARs upon his or her termination of service due to death, Disability or for other reasons determined by the Compensation Committee. The term for exercise of an Option or SAR may not exceed 10 years from the date of grant. Any part of an Option that has not be exercised by the end of the applicable term will expire and is forfeited. A vested and exercisable Option may be exercised within the time period established by the Compensation Committee, by (i) providing written notice to the Compensation Committee or its delegate speci...
Stock Options and Stock Appreciation Rights. Notwithstanding Section 5d, upon the occurrence of a Change in Control, any stock options or stock appreciation rights then held by the Executive pursuant to the LTIP or Cinergy Corp. Stock Option Plan shall, to the extent not otherwise provided in the applicable Stock Related Documents, become immediately exercisable. If the Executive terminates employment for any reason during the twenty-four (24) month period commencing upon the occurrence of a Change in Control, notwithstanding Section 5d, any stock options or stock appreciation rights then held by the Executive pursuant to the LTIP or Cinergy Corp. Stock Option Plan shall, to the extent not otherwise provided in the applicable Stock Related Documents, remain exercisable in accordance with their terms but in no event for a period less than the lesser of (i) three months following such termination of employment or (ii) the remaining term of such stock option or stock appreciation right (which remaining term shall be determined without regard to such termination of employment).
Stock Options and Stock Appreciation Rights. If the Executive incurs a Qualifying Termination, the Executive may exercise any then outstanding stock options and stock appreciation rights under the GTE Long-Term Incentive Plan (or any successor thereto) for a period of at least two years following the date of such Qualifying Termination (but not beyond the maximum term of the option or stock appreciation right specified by the terms of the stock option or stock appreciation right).
Stock Options and Stock Appreciation Rights. (a) As a result of the Merger, each option ("Option") which has been granted under the Company's 1986 Incentive Stock Option Plan or 1986 Stock Option Plan (together, the "Option Plans") and which is outstanding at the Effective Time, whether or not then exercisable, will be deemed converted into, and the holder of each such Option will be entitled to receive from the Exchange Agent upon surrender of the Option for cancellation, an amount of cash equal to the product of the following: (i) the positive difference, if any, between the Per Share Price and the exercise price of each such Option; times (ii) the number of Shares covered by such Option. (b) As a result of the Merger, each Stock Appreciation Right ("SAR") which is outstanding at the Effective Time, whether or not then exercisable, will be deemed converted into, and the holder of each such SAR will be entitled to receive from the Exchange Agent upon surrender of such SAR for cancellation, an amount of cash, which in no event shall be more than $630,000, equal to the product of the following: (i) the positive difference, if any, between the Per Share Price and $7.00; times (ii) the number of SARs. 3.9
Stock Options and Stock Appreciation Rights. (a) With respect to Options and SARs, the Committee shall (i) authorize the granting of incentive stock options, nonqualified stock options, SARs or a combination of incentive stock options, nonqualified stock options and SARs; (ii) determine the number of shares of Stock subject to each Option or the number of shares of Stock that shall be used to determine the value of a SAR; (iii) determine whether such Stock shall be Restricted Stock or, with respect to nonqualified stock options, Deferred Stock; (iv) determine the time or times when and the duration of the exercise period; and (v) determine whether or not all or part of each Option may be cancelled by the exercise of a SAR; PROVIDED, however, that (A) no Option shall be granted after the expiration of ten years from the effective date of the Plan and (B) the aggregate Fair Market Value (determined as of the date an Option is granted) of the Stock (disregarding any restrictions in the case of Restricted Stock) for which incentive stock options granted to any Key Employee under this Plan may first become exercisable in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000).
Stock Options and Stock Appreciation Rights. (a) TRW shall take all action necessary or appropriate so that each TRW Option and TRW Stock Appreciation Right held by an Active TRW Employee that is outstanding as of the Distribution Date is adjusted so as to become a TRW Option to purchase, or TRW Stock Appreciation Right with respect to, the number of shares of TRW Common Stock determined by multiplying the number of shares of TRW Common Stock subject to such TRW Option or TRW Stock Appreciation Right immediately before the Distribution Date by the TRW Exchange Ratio, at a price per share (rounded to the nearest whole cent) equal to the exercise price per share of TRW Common Stock pursuant to such TRW Option or TRW Stock Appreciation Right divided by the TRW Exchange Ratio. Such TRW Option or TRW Stock Appreciation Right shall otherwise have the same terms and conditions as the corresponding TRW Option or TRW Stock Appreciation Right being adjusted.
Stock Options and Stock Appreciation Rights. Notwithstanding Section 5d, upon the occurrence of a Change in Control, any stock options or stock appreciation rights then held by the Executive pursuant to the LTIP or Cinergy Corp. Stock Option Plan shall, to the extent not otherwise provided in the applicable Stock
Stock Options and Stock Appreciation Rights. (a) As soon as practicable following the date of this Agreement, the Board of Directors of Partners (or, if appropriate, any committee administering the Partners Stock Plan or Partners 1995 Stock Appreciation Rights Plan (the "Partners SAR Plan", and together with the Partners Stock Plan, the "Partners Incentive Plans"), if requested by NTL, shall, subject to the rights of the holders thereunder, adopt such resolutions or take such other actions as may be required to effect the following:
Stock Options and Stock Appreciation Rights. 7.9.1. At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding option to purchase shares of BAB Stock ("BAB Stock Option") and all obligations of BAB under the BAB Stock Option Plan. Each and every BAB Stock Option so assumed by GBB under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the BAB Stock Option Plan and in the other documents governing such BAB Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such BAB Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of BAB Stock that were purchasable under such BAB Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BAB Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of BAB Stock at which such BAB Stock Option was exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BAB Stock Option a document evidencing the assumption of such BAB Stock Option by GBB pursuant to this Section 7.9.
