Treatment of Employee Options. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions reasonably necessary to (i) provide for the cancellation, effective at the Effective Time, of all the outstanding stock options, stock appreciation rights, limited stock appreciation rights and performance units (the "Options") heretofore granted under any stock option, performance unit or similar plan of the Company (the "Stock Plans"), (ii) provide that immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable but shall entitle each holder thereof (subject to applicable withholding taxes), in cancellation and settlement therefor, to a cash payment at the Effective Time equal to (x) the excess, if any, of the Merger Consideration over the exercise price of each Option held by the holder, whether or not then vested or exercisable, multiplied by (y) the number of shares of Company Common Stock subject to such Option and (iii) provide that all Stock Plans will terminate as of or prior to the Effective Time.
Treatment of Employee Options. The Company shall take all action necessary so that, immediately prior to the Effective Time, each outstanding employee stock 5 option (an "Employee Option"), whether or not then exercisable, shall be canceled (provided that any such Employee Options shall be canceled by the Company only to the extent permitted and otherwise the Company shall use its reasonable best efforts to cancel any such Employee Options), and the holder thereof shall be entitled 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 equal to the product of (i) the number of Shares previously subject to such Employee Option and (ii) the excess, if any, of the Cash Election Price per Share over the exercise price per Share previously subject to such Employee Option, less any required withholding taxes.
Treatment of Employee Options. 7 SECTION 2.8 Appraisal Rights.......................................7 SECTION 2.9 Surrender of Shares; Stock Transfer Books..............8 ARTICLE III
Treatment of Employee Options. Immediately prior to the Effective Time, each outstanding employee stock option and any related stock appreciation right (together, an "Employee Option"), whether or not then exercisable, shall be cancelled by the Company (provided that with respect to the 3,300 Shares (the "1988 Options") subject to stock options issued pursuant to the Incentive Stock Option Plan of 1988, such 1988 Options, to the extent permitted, shall be cancelled by the Company and otherwise the Company shall use its reasonable good faith efforts to cancel the 1988 Options), and the holder thereof shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Surviving Corporation in consideration for such cancellation an amount in cash equal to the product of (a) the number of Shares previously subject to such Employee Option and (b) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Employee Option.
Treatment of Employee Options. Immediately prior to the Effective Time (as defined below), each outstanding employee stock option and any related stock appreciation right (together, an "Employee Option") whether or not then exercisable shall be cancelled by the Company, and each holder of a cancelled Employee Option shall be entitled to receive at the Effective Time (as defined below) or as soon as practicable thereafter from the Company in consideration for the cancellation of such Employee Option an amount in cash (subject to any withholding or other taxes) equal to the product of (i) the number of Shares previously subject to such Employee Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Employee Option. The parties agree to take all reasonable steps necessary in order to effectuate the foregoing arrangements. EXHIBIT 99(a) - - - - - (7 of 56)
Treatment of Employee Options. 6 SECTION 2.4 Termination of Private Market Value Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE III
Treatment of Employee Options. Seller undertakes to comply with the provisions relating to the treatment of Employee Options set forth in Schedule 5.13A hereto. Buyer undertakes to comply with the provisions relating to the grant of equity-based grants to Re-Hired Employees set forth in Schedule 5.13B hereto.
Treatment of Employee Options. 6 ARTICLE III
Treatment of Employee Options. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the cancellation, effective at the Effective Time, of all the outstanding stock options, stock appreciation rights, limited stock appreciation rights and performance units (the "Options") heretofore granted under any stock option, performance unit or similar plan of the Company (the "Stock Plans"). Immediately prior to the Effective Time, (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject or related to such Option, whether or not then vested or exercisable, and (y) the excess of the Cash Price over the exercise price per share of Common Stock subject or related to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time; provided, however, that with respect to any person subject to Section 16 of the Exchange Act (as defined below), any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act (as defined below), and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest. As provided herein, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time and the Company shall ensure that following the Effective Time no holder of an Option or any participant in any Stock Incentive Plans shall have any right thereunder to acquire capital stock of the Company, Parent or the Merger Sub, except as provided in the proviso to clause (i) of this Section 2.3. The Company will take all reasonable steps to ensure that, as of the Effective Time, none of the Parent, the Company or any of their respective subsidiaries is or will be bound by any Options, other options, warrants, rights or agreement...
