Terms of the New Options. Subject to the fulfillment of the Condition ------------------------ (as defined below), and except as set forth in this Section 2, the terms and conditions of the New Options shall be identical to the terms and conditions of the Old Options and will be governed by the Plan and the Stock Option Agreement (which, except as set forth in this Section 2 shall remain in full force and effect with respect to the New Options) in all respects, including, but not limited to, the date of grant, expiration date, general vesting provisions, acceleration and exercisability; provided, however, that, notwithstanding anything to the contrary in the Plan, the Stock Option Agreement or this Agreement:
Terms of the New Options. Each New Option shall have the same terms and conditions as were applicable under such released Option immediately prior to the Effective Time (as defined in the Chiquita Transaction Agreement) (provided that each such New Option shall be fully vested as to performance-based conditions but will remain subject to any outstanding time-based conditions to exercise), and will constitute an option to subscribe for a number of IrHoldco Shares (as defined in the Chiquita Transaction Agreement) determined by multiplying the number of Shares subject to the Option immediately prior to the Effective Time by the Fyffes Equity Exchange Ratio (as defined in the Chiquita Transaction Agreement), rounded down to the nearest whole share, at a per share exercise price (in euro) determined by dividing the per share exercise price (in euro) of such Option immediately prior to the Effective Time by the Fyffes Equity Exchange Ratio, rounded up to the nearest whole cent (in euro) provided, however, that each Fyffes Option held by a United States taxpayer (i) that is an “incentive stock option” (as defined in Code Section 422) shall be adjusted in accordance with the requirements of Code Section 424, and (ii) shall be adjusted in a manner that complies with Code Section 409A.
Terms of the New Options. The terms and conditions of the New Options shall be governed by the Plans and the New Stock Option Agreement(s); provided, however, that, notwithstanding anything to the contrary in the Plans, the New Stock Option Agreement(s) or this Agreement, the New Options shall not be exercisable until the applicable date(s) set forth in the New Stock Option Agreement(s) for such New Options; and provided, further, that the New Options shall have an Exercise Price equal to the greater of (a) the fair market value of the Common Stock on the Grant Date as determined under the terms of the Plans and (b) $11.00 per share of Common Stock.
Terms of the New Options. The terms and conditions of the new options will be substantially the same as the terms and conditions of the options that are tendered for exchange, except for the following: o the grant date of the new option will be a date that is the first business day which is six months and one day after the date we cancel the option that is tendered for exchange, o the exercise price of the new option will be as described below (see "Exercise Price"), o the term of the new option will be as described below (see "Term"), and o the vesting schedule of the new option will be as described below (see "Vesting and Exercise"). A new option agreement, and, if applicable, a joint election in a form approved by the U.K. Inland Revenue, will be entered into between Trintech and each option holder who has tendered options in the offer for every new option granted. Because we will not grant the new options until six months and one day after the date we cancel the options accepted for exchange, the new options may have a higher exercise price than some or all of the options, including as a result of a significant corporate event. The following description summarizes the material terms of the 1997 option scheme and the options granted under it.
