Stock Options and Stock Appreciation Rights Sample Clauses

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 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: (i) adjust the terms of all outstanding Partners Employee Stock Options granted under Partners Stock Plan, whether vested or unvested, as necessary to provide that, at the Effective Time, each Partners Employee Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent an option to acquire, on the same terms and conditions as were applicable under such Partners Employee Stock Option, the number of shares of NTL Common Stock equal to the number of shares of Partners Common Stock subject to the Partners Employee Stock Option, multiplied by the Exchange Ratio (such product rounded up to the nearest whole number), at an exercise price per share of NTL Common Stock (rounded down to nearest whole cent) equal to (A) the aggregate exercise price for the shares of Partners Common Stock otherwise purchasable pursuant to such Partners Employee Stock Option divided by (B) the aggregate number of whole shares of NTL Common Stock deemed to be subject to such Partners Employee Stock Option in accordance with the foregoing (each, as so adjusted, an "Adjusted Option"); (ii) adjust the terms of all outstanding Partners stock appreciation rights (the "Partners SARs") granted under the Partners SAR Plan as necessary to provide that, at the Effective Time, each Partners SAR outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent a right to receive an amount of cash, on the same terms and conditions as were applicable under such Partners SAR, without regard to any provision reducing the period of exercise of such Partners SAR pursuant to the cessation of service as a director of Partners, equal to the amount by which the Fair Market Value (as defined in the Partners SAR Plan) per share of NTL Common Stock multiplied by the Exchange Ratio (rounded to the nearest cent) exceeds a base price per share of NTL Common Stock equal to the base price for the Partners Class A Common share subject to such Partners SAR ...

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.

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). (b) The exercise period for a nonqualified stock option shall not exceed ten years and one day from the date of grant, and the exercise period for an incentive stock option or SAR, including any extension which the Committee may from time to time decide to grant, shall not exceed ten years from the date of grant; PROVIDED, HOWEVER, that, in the case of an incentive stock option granted to a Key Employee who, at the time of grant, owns stock possessing more than 10 percent of the total combined voting power or all classes of stock of the Company (a "Ten Percent Stockholder"), such period, including extensions, shall not exceed five years from the date of Grant.

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. (b) TRW Automotive shall take all action necessary or appropriate so that each TRW Option and TRW Stock Appreciation Right held by an Active TRW Automotive Employee that is outstanding as of the Distribution Date shall be and become a TRW Automotive Option to purchase, or TRW Automotive Stock Appreciation Right with respect to the number of shares of TRW Automotive 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 Automotive 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 Automotive Exchange Ratio. Such TRW Automotive Option or TRW Automotive Stock Appreciation Right shall otherwise have substantially the same terms and conditions as the corresponding TRW Option or TRW Stock Appreciation Right being replaced, except that (a) references to TRW shall be changed to refer to TRW Automotive, (b) references to the TRW Stock Option Plan shall be changed to refer to the TRW Automotive Stock Option Plan and, (c) for purposes of determining when any such TRW Automotive Option shall vest and expire or when any such TRW Automotive Stock Appreciation Right shall accumulate and terminate, service with TRW and its Subsidiaries before the Distribution Date shall be treated as service with TRW Automotive and its Subsidiaries at and after the Distribution Date. Effective as of...

Stock Options and Stock Appreciation Rights. Except as set forth in this section, each option to purchase ServiceMaster common stock and stock appreciation right (“SAR”) relating to ServiceMaster common stock held by you will continue in accordance with its terms. For purposes of each such option and SAR, the date of your termination of employment shall be the close of business on the Separation Date; it being understood that each such option and SAR shall be exercisable after the Separation Date only to the extent exercisable on the Separation Date and will expire six months after the Separation Date (unless otherwise specifically provided for in the stock option agreement or SAR agreement); provided, however, that any ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LandCare or ARS stock options, if any, that have been granted to you will expire three months after the Separation Date. Notwithstanding the foregoing, if your employment is terminated for any reason prior to the Separation Date, the vesting of options and SARs held by you on the effective date of your termination of employment shall be governed by the terms of the applicable stock option agreement and SAR agreement. Each stock option and SAR may vary with regard to option schedule, exercise price, base price, and post-employment obligations regarding competition against ServiceMaster, confidentiality and solicitation of employees. You should refer to each stock option agreement and SAR agreement for these details.

Stock Options and Stock Appreciation Rights. (a) Budd▇▇▇▇▇▇ ▇▇▇nowledges that he holds currently exercisable stock options to purchase 423,500 shares of the Company's Common Stock which were granted to him pursuant to the Company's Stock Option Plan and 100,000 stock appreciation rights. To the extent any stock options or stock appreciation rights are not vested, they will continue to vest at the same time they would have vested had Budd▇▇▇▇▇▇ ▇▇▇ained an employee of the Company. A schedule of such options and the exercise prices thereof are listed on Schedule A. (b) The parties acknowledge and agree that when the Company completes its merger with Lodgian, Inc., employees of the Company will cause Lodgian, Inc. to issue to Budd▇▇▇▇▇▇ ▇▇▇ck options and stock appreciation rights in equal amounts to Budd▇▇▇▇▇▇ ▇▇▇er the same terms and conditions of the stock option plan of the Company and the stock appreciation rights of the Company.