Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under Company's 1996 Stock Option Plan, 1998 Stock Incentive Plan and 1999 Stock Incentive Plan (collectively, the "COMPANY STOCK OPTION PLANS") shall be assumed by Parent in accordance with Section 5.9 of this Agreement. Rights outstanding under Company's 1998 Employee Stock Purchase Plan (the "COMPANY ESPP") shall be treated as set forth in Section 5.9 of this Agreement.
Stock Options; Employee Stock Purchase Plan. At the Effective ------------------------------------------- Time, all options to purchase Company Common Stock then outstanding under Company's 1996 Stock Incentive Plan (the "Company Stock Option Plan") shall be assumed by Parent in accordance with Section 5.9 of this Agreement. Rights outstanding under Company's 1997 Employee Stock Purchase Plan (the "Company ESPP") shall be treated as set forth in Section 5.9 of this Agreement.
Stock Options; Employee Stock Purchase Plan. At the Effective Time, all Assumed Options outstanding under the Option Plans shall be assumed by Parent in accordance with Section 5.9(a). At the Effective Time, each Company Option that is either (A) held by any Person other than a current employee of the Company or any of its Subsidiaries or an employee of the Company who has terminated his or her employment within 90 days prior to the Effective Time (each such Company Option, a “Non-Employee Option”) or (B) has a per share exercise price greater than $9.00 (the “Per Share Merger Consideration”), (each, an “Out-of-the-Money Option,” and together with the Non-Employee Options, the “Cashed-Out Options”), and, in each case, that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall, on the terms and subject to the conditions set forth in this Agreement, terminate in its entirety at the Effective Time, and the holder of each Cashed-Out Option shall be entitled to receive therefor an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) the number of shares of Company Common Stock that are subject to such Company Option and that are unexpired, unexercised and outstanding immediately prior to the Effective Time, and (ii) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Company Option immediately prior to the Effective Time. Each Company Option that is unexpired, unexercised and outstanding immediately prior to the Effective Time and is not a Cashed-Out Option shall be an “Assumed Option.” Rights outstanding under the ESPP and any other employee stock purchase plan of the Company shall be treated as set forth in Section 5.9(c).
Stock Options; Employee Stock Purchase Plan. At the Effective Time, all options to purchase Company Common Stock then outstanding under the Company's 1995 Management Stock Option Plan, 1995 Stock Option Plan, 1996 Non-Employees Directors' Stock Option Plan and 1996 Equity Incentive Plan (collectively, the "COMPANY STOCK OPTION PLANS") shall be assumed by Parent in accordance with Section 5.11 hereof. At the Effective Time, in accordance with the terms of the Company's Employee Stock Purchase Plan (the "COMPANY ESPP"), all rights to purchase shares of Company Common Stock under the Company ESPP shall be converted (in accordance with the Exchange Ratio) into rights to purchase shares of Parent Common Stock (with the number of shares rounded down to the nearest whole share and the purchase price rounded up to the nearest whole cent) and all such converted rights shall be assumed by Parent and the offering periods in effect under the Company ESPP immediately prior to the Effective Time shall be continued substantially in accordance with the terms of the Company ESPP until the end of the offering periods in effect as of the Effective Time.
Stock Options; Employee Stock Purchase Plan. All options to purchase Individual Common Stock then outstanding under Individual's Amended and Restated 1989 Stock Option Plan, 1995 Incentive Stock Option Plan, 1996 Non- Employee Director Stock Option Plan, 1996 Stock Option Plan and Amended and Restated 1996 Stock Plan (collectively, the "Individual Stock Option Plans") shall be assumed by Desktop ----------------------------- in accordance with Section 5.05. Immediately prior to the Effective Time, all rights to purchase Individual Common Stock then outstanding under Individual's 1996 Employee Stock Purchase Plan (the "Individual Employee Stock Purchase ---------------------------------- Plan") will be assumed by Desktop in accordance with Section 5.06.
Stock Options; Employee Stock Purchase Plan. At the Effective Time of the Parent Merger, all options to purchase Parent Common Stock then outstanding shall either continue in effect at the Surviving Corporation in the Parent Merger or be assumed by the Surviving Corporation in the Parent Merger, as necessary, in accordance with Section 5.9(a). At the Effective Time of the Parent Merger, rights outstanding under Parent’s 1999 Employee Stock Purchase Plan (the “Parent Purchase Plan”) shall remain outstanding and exercisable for Parent Common Stock without alteration.
Stock Options; Employee Stock Purchase Plan. (a) Except as is otherwise agreed to in writing by the Company, Parent and the holder of a Company Option, the Company shall take all action necessary to ensure that each Company Option outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled immediately prior to the Effective Time and shall thereafter represent the right to receive, at the Effective Time from the Company (or as soon as practicable thereafter from the Surviving Corporation) in consideration for such cancellation, an amount in cash (less all applicable withholding taxes) equal to the product of (A) the total number of Shares (whether or not then vested or exercisable) previously subject to such Company Option, MULTIPLIED BY (B) the amount by which the Merger Consideration exceeds the exercise price per share of Shares previously subject to such Company Option. Promptly following the execution of this Agreement, the Company shall mail to each person who is a holder of outstanding Company Options (regardless of whether such Company Options are vested or exercisable at the time) a letter describing the treatment of and payment for such Company Options pursuant to this Section 4.9(a) and providing instructions for use in obtaining payment for such Company Options.
Stock Options; Employee Stock Purchase Plan. At the Effective ------------------------------------------- Time, all options to purchase Oplink Common Stock then outstanding (the "Oplink Options") under Oplink's 1995 Stock Plan, 1998 Stock Plan and 2000 Equity Incentive Plan (collectively, the "Oplink Stock Option Plans") shall be assumed by Avanex in accordance with Section 5.9 hereof. Rights outstanding under Oplink's 2000 Employee Stock Purchase Plan shall be treated as set forth in Section 5.9 hereof.
Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of SPC Capital Stock (each an "SPC Stock Option") under the SPC Stock Option Plans, whether or not exercisable, will be assumed by Allegro. Each SPC Stock Option so assumed by Allegro under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable SPC Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each SPC Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Allegro Common Stock equal to the product of the number of shares of SPC Capital Stock that were issuable upon exercise of such SPC Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Allegro Common Stock, and (ii) the per share exercise price for the shares of Allegro Common Stock issuable upon exercise of such assumed SPC Stock Option will be equal to the quotient determined by dividing the exercise price per share of SPC Capital Stock at which such SPC 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, Allegro will issue to each holder of an outstanding SPC Stock Option a notice describing the foregoing assumption of such SPC Stock Option by Allegro. (b) It is the intention of the parties that SPC Stock Options assumed by Allegro qualify following the Effective Time as incentive stock options as defined in Section 422 of the Code to the extent SPC Stock Options qualified as incentive stock options immediately prior to the Effective Time. (c) Allegro will reserve sufficient shares of Allegro Common Stock for issuance under Section 5.11(a) and under Section 1.6(c) hereof. 5.12
Stock Options; Employee Stock Purchase Plan. (a) At the Effective Time, each outstanding option to purchase shares of Computervision Common Stock (each a "Computervision Stock Option") under the Computervision Stock Option Plans, whether or not exercisable, will be assumed by Parametric. Each Computervision Stock Option so assumed by Parametric under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Computervision Stock Option Plan immediately prior to the Effective Time (including, without limitation, any repurchase rights), except that (i) each Computervision Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parametric Common Stock equal to the product of the number of shares of Computervision Common Stock that were issuable upon exercise of such Computervision Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parametric Common Stock, and (ii) the per share exercise price for the shares of Parametric Common Stock issuable upon exercise of such assumed Computervision Stock Option will be equal to the quotient determined by dividing the exercise price per share of Computervision Common Stock at which such Computervision 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, Parametric will issue to each holder of an outstanding Computervision Stock Option a notice describing the foregoing assumption of such Computervision Stock Option by Parametric.
