Substitution of Stock Options Sample Clauses

Substitution of Stock Options. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Retained Employee or Terminee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv), below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Choice Employee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Notwithstanding the above, on the Distribution Date, each Manor Care Stock Option held by Stewxxx Xxxxxx, Xx., xxether issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Common Stock and options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date.
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Substitution of Stock Options. (a) On the Distribution Date, each nonqualified Getty Option shall be reformed as one Realty Option and one Marketing Option each, except as described below, with terms identical to those of the Getty Option, except with respect to the exercise price which shall be adjusted as provided in Section 2.2.
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Substitution of Stock Options. As soon as practicable after ----------------------------- the Distribution Date, each Retained Employee, Retained Individual, Crestline Employee who on the Distribution Date is a holder of an Existing HMC Stock Award of stock options shall receive a Conversion Award of an option for Employer Security in substitution of such Existing HMC Stock Award. The exercise price and the number of shares underlying a Conversion Award that is granted pursuant to this Section 2.5.3(iii) shall be determined in accordance with Sections 2.5.3 (iv) and 2.5.3 (v) of this Agreement. Notwithstanding any other provision to the contrary, HMLP and Crestline reserve the right prior to the issuance of any Conversion Award to adopt resolutions modifying the terms and conditions, including but not limited to the time within which options may be exercised, of Conversion Awards granted pursuant to this Section 2.5.3(iii).
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Substitution of Stock Options. Carbon shall grant under the Carbon Stock Option Plan substitute options for each option outstanding under the CEC Resources Ltd. Stock Option Plan (the "CEC Canada Stock Option Plan"). Any option granted by Carbon in substitution for an option granted under the CEC Stock Option Plan shall expressly provide that it is being granted in full satisfaction of, and in substitution for, any and all options for CEC Resources, Ltd. Stock previously granted under the CEC Stock Option Plan. The following terms and conditions of the substitute options granted pursuant to the Carbon Stock Option Plan shall be the same as the terms and conditions relating to the specific options granted pursuant to an optionee's Stock Option Agreement executed under the terms of CEC Stock Option Plan: (1) the grant and exercise prices of the option; (2) the character of the option as an "incentive stock option" or a "nonqualified stock option" (as defined in the Code); (3) the vesting provisions applicable to the option (except to the extent previously modified in executed employment agreements between the optionee and CEC Canada); (4) the change in control provisions applicable to the option (except to the extent previously modified in executed employment agreements between the optionee and CEC Canada); (5) the provisions addressing the consequences of the optionee's termination of employment for any reason; (6) the limitations on assignability of the option; (7) the expiration date of the option; and (8) the payment method for the purchase of the shares subject to the option.
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Substitution of Stock Options. On the Distribution Date, each Retained Employee or Host Marriott Services Employee that is a grantee of a Nonqualified Award of an Existing HMC Stock Option shall receive for each such award, in substitution therefor, a Conversion Award, consisting of two separately exercisable nonqualified options: one to purchase a number of shares of HMC Common Stock equal to the number of shares covered by the Existing HMC Stock Option (the "New HMC Nonqualified Stock Option"), and one to purchase a number of shares of Host Marriott Services Common Stock equal to one-fifth of the number of shares covered by the Existing HMC Stock Option (the "Host Marriott Services Nonqualified Stock Option"). Each Marriott International Employee that is a grantee of a Nonqualified Award of an Existing HMC Stock Option granted prior to or in connection with the Marriott International Distribution will not receive a similar Conversion Award. Such nonqualified options will remain an option to acquire only shares of HMC Common Stock, except that the exercise price of, and the number of shares underlying, such option shall be adjusted pursuant to 2.05(c)(iv) and (v) below to maintain the Aggregate Spread with respect to such Existing HMC Stock Options held by Marriott International Employees. Notwithstanding the foregoing, the HMC Board of Directors reserves the right prior to the issuance of any Conversion Awards and effective as of the Distribution Date, to adopt resolutions modifying the terms and conditions under which any Conversion Awards of nonqualified options shall be granted. Modifications may include, without limitation, shortening the term within which options to purchase shares that are not Employer Common Stock may be exercised, and providing for Conversion Awards of such nonqualified options to be issued solely as options to acquire shares of Employer Common Stock. (iv)
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Substitution of Stock Options. 5 4.3 Payment for ITK Shares in the Merger. . . . . . . . . . . . . . . . . . . . 5 4.4
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Substitution of Stock Options. Immediately following the Effective Time, each outstanding option to purchase ITK Shares (an "ITK STOCK OPTION"), whether vested or unvested, shall be exchanged for an option to acquire Digi Common Shares (a "DIGI STOCK OPTION") on substantially the same terms and conditions as under the ITK Stock Option such that such substituted Digi Stock Option satisfies the "spread ratio" test and other conditions of Section 424(a) of the Code and such that no benefit to such optionee is reduced under the terms of such Digi Stock Option solely as a result of such substitution. The number of Digi Common Shares subject to such Digi Stock Option shall equal the product (rounded down to the nearest whole share) obtained by multiplying (i) the number of ITK shares issuable upon exercise of the ITK Stock Option immediately prior to the Effective Time by (ii) the Option Exchange Ratio (as hereinafter defined), and the price per Digi Common Share at which such Digi Stock Option is exercisable shall be the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per ITK Share under the ITK Stock Option immediately prior to the Effective Time by (y) the Option
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Substitution of Stock Options. 4 4.3 Payment for CDC Shares in the Merger . . . . . . . . . . . . . . . 5 4.4
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Substitution of Stock Options. Immediately following the Effective Time, each outstanding option to purchase CDC Shares (a "CDC STOCK OPTION"), whether vested or unvested, shall be exchanged for an option to acquire Digi Common Shares (a "DIGI STOCK OPTION") on substantially the same terms and conditions as under the CDC Stock Option such that such substituted Digi Stock Option satisfies the "spread ratio" test and other conditions of Section 424(a) of the Code and such that no benefit to such optionee is reduced under the terms of such Digi Stock Option solely as a result of such substitution. The number of Digi Common Shares subject to such Digi Stock Option shall equal the product (rounded down to the nearest whole share) obtained by multiplying (i) the number of CDC Shares issuable upon exercise of the CDC Stock Option immediately prior to the Effective Time by (ii) the Option Exchange Ratio (as hereinafter defined), and the price per Digi Common Share at which such Digi Stock Option is exercisable shall be the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per CDC Share under the CDC Stock Option immediately prior to the Effective Time by (y) the Option Exchange Ratio. The "OPTION EXCHANGE RATIO" shall equal the product of (i) the number of Digi Common Shares into which each CDC Share issued and outstanding immediately prior to the Effective Time (other than CDC shares held by Unaccredited Stockholders) is converted at the Effective Time pursuant to this Article IV, times (ii) four.
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Related to Substitution of Stock Options

  • Acceleration of Stock Options The Company shall accelerate and make immediately exercisable any and all unmatured stock options (whether or not such stock options are otherwise exercisable) which Executive then holds to acquire securities from the Company; provided, however, that Executive shall have ninety (90) days after such termination of employment to exercise any outstanding stock options and after such ninety (90) days any and all unexpired stock options shall lapse; and, provided, further, however, any tax benefit provisions with respect to any stock options shall apply to any and all unmatured stock options (whether or not such stock options are otherwise exercisable). If as a result of such acceleration of incentive stock options the $100,000 limitation would be exceeded with respect to an optionee, such incentive stock options shall be converted, as of the date such incentive stock options become exercisable, to non-qualified stock options to the extent necessary to comply with the $100,000 limitation and the Company shall pay to such optionee an additional cash payment equal to the tax benefit to be received by the Company attributable to its federal income tax deduction resulting from the exercise of such converted non-qualified stock options.

  • Exercise of Stock Options If stock options granted in connection with a Stock Incentive Plan are exercised:

  • Conversion of Stock Options (a) At the Effective Time, each option or other Equity Right to purchase shares of JCN Common Stock pursuant to stock options or stock appreciation rights ("JCN Options") granted by JCN under the JCN Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Highwoods Common Stock, and Highwoods shall assume each JCN Option, in accordance with the terms of the JCN Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Highwoods and its Compensation Committee shall be substituted for JCN and the committee of JCN's Board of Directors (including, if applicable, the entire Board of Directors of JCN) administering such JCN Stock Plan, (ii) each JCN Option assumed by Highwoods may be exercised solely for shares of Highwoods Common Stock (or cash, if so provided under the terms of such JCN Option), (iii) the number of shares of Highwoods Common Stock subject to such JCN Option shall be equal to the number of shares of JCN Common Stock subject to such JCN Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such JCN Option shall be adjusted by dividing the per share exercise price under each such JCN Option by the Exchange Ratio and rounding up to the nearest cent, (v) each JCN Option that would have become fully exercisable under a JCN Stock Plan as a result of a "change in control" will continue to be fully exercisable into shares of Highwoods Common Stock upon consummation of the Merger, and (vi) employment by Highwoods of a JCN employee upon consummation of the Merger will not be deemed a termination of employment by JCN that would limit such employee's rights to exercise any JCN Option under the provisions hereof. Notwithstanding the provisions of clause (iii) of the preceding sentence, Highwoods shall not be obligated to issue any fraction of a share of Highwoods Common Stock upon exercise of JCN Options and any fraction of a share of Highwoods Common Stock that otherwise would be subject to a converted JCN Option shall represent the right to receive a cash payment upon exercise of such converted JCN Option equal to the product of such fraction and the difference between the market value of one share of Highwoods Common Stock at the time of exercise of such Option and the per share exercise price of such Option. For purposes of this Section 3.7, the market value of one share of Highwoods Common Stock at the time of exercise of a JCN Option shall be the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Highwoods) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.7, each JCN Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. Each of JCN and Highwoods agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.7, including using its reasonable efforts to obtain from each holder of a JCN Option any reasonable Consent or Contract that may be deemed reasonably necessary or advisable in order to effect the transactions contemplated by this Section 3.7. Anything in this Agreement to the contrary notwithstanding, Highwoods shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.7 to a former holder of a JCN Option who has not delivered such Consent or Contract.

  • Grant of Stock Options This non-qualified Stock Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof.

  • Treatment of Stock Options 6 ARTICLE III.

  • Exercise of Stock Option (a) The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Board of Directors or its authorized committee (the “Administrator”) of his or her election to purchase some or all of the vested Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the Stock Option purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator; (ii) in the form of shares of Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six months prior to the exercise date; or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Administrator to pay the Stock Option purchase price, provided that in the event the Optionee chooses to pay the Stock Option purchase price as so provided in this subsection (iii), the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment procedure. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company’s receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Administrator may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Options under the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations.

  • Grant of Stock Option The Company grants to Employee the right and option (hereinafter referred to as the "Option") to purchase all or any part of up to ________ shares of the Company's Common Stock (the "Option Shares") on the terms and conditions set forth below and in the Plan.

  • Vesting of Stock Options All unvested stock options held by Executive, if any, shall vest immediately upon a Change of Control Termination as defined in Section 6.1.2. Executive may exercise such options in accordance with the terms and conditions of the stock option plan and the agreement pursuant to which such options were granted.

  • Exercise of Nonstatutory Stock Option There may be a regular ------------------------------------- federal income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

  • Grant of Stock Appreciation Right Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Recipient a stock appreciation right covering ______ shares of Common Stock (the "SAR"), effective as of the Grant Date.

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