Common use of Treatment of Options Clause in Contracts

Treatment of Options. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether under the Company’s 1996 Stock Incentive Plan (the “Company Stock Option Plan”) or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “Cash Payment”). As provided herein, all Options (whether or not vested or exercisable) and the Company Stock Option Plan (and any feature of any Benefit Plan or 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) shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

Treatment of Options. Simultaneously with At the execution Effective Time, each holder of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees a then outstanding option to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether purchase Shares under the Company’s 's 1992 Stock Plan, 1996 Stock Incentive Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the “"Company Stock Option Plan”) or otherwisePlans"), shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to receive a payment in cash as provided in Section 6.8 hereof such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding taxestax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the “Cash Payment”Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). As provided hereinExcept as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Options (whether or not vested or exercisable) and the Company Stock Option Plan (Plans shall terminate as of the Effective Time and the provisions in any feature of any Benefit Plan or 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) subsidiary thereof shall terminate be canceled as of the Effective Time. The , and (ii) following the Effective Time, no participant in any Company will take all steps necessary Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to ensure that none acquire equity securities of the Company or any of its subsidiaries is or will be bound by any OptionsCompany, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect subsidiary or affiliate thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to terminate all such cancellation thereof as provided hereinplans.

Treatment of Options. Simultaneously with At the execution Effective Time, each option to purchase shares of this Agreement, the Board of Directors of the Company Common Stock (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the a “Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether under the Company’s 1996 Stock 2015 Equity Incentive Plan (the “2015 Company Stock Option Plan”) or otherwiseand the Company’s 2006 Equity Incentive Plan (the “2006 Company Stock Plan” and, shall at together with the 2015 Company Stock Plan, the (the “Company Stock Plans”) outstanding immediately prior to the Effective Time Time, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall be cancelled, and each holder converted into an option to purchase a number of outstanding Options which are vested and exercisable shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the Company Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Company Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be entitled determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to receive a payment which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in cash as provided in Section 6.8 hereof (accordance with the foregoing, subject to any applicable withholding taxes, such adjustments as are necessary in order to satisfy the “Cash Payment”). As provided herein, all Options (whether or not vested or exercisablerequirements of Section 424(a) and the Company Stock Option Plan (and any feature of any Benefit Plan or 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) shall terminate Code. Except as of specifically provided above, following the Effective Time. The , each Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments Option shall continue to be made governed by the same terms and conditions (including vesting and exercisability terms) as provided in Section 6.8 hereof were applicable to holders of Options that are vested and exercisable such Company Option immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

Treatment of Options. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “"Option”") heretofore granted by the Company, whether under the Company’s 's 1996 Stock Incentive Plan (the “"Company Stock Option Plan”") or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “"Cash Payment”"). As provided herein, all Options (whether or not vested or exercisable) and the Company Stock Option Plan (and any feature of any Benefit Plan or 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) shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

Treatment of Options. Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “"Option”") heretofore granted by the Company, whether under the Company’s 's 1996 Stock Incentive Plan (the “"Company Stock Option Plan”") or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “"Cash Payment”"). As provided herein, all Options (whether or not vested or exercisable) and ), the Company Stock Option Plan (and any feature of any Benefit Plan or other plan, program or arrangement arrangement) providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary) subsidiary shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

Treatment of Options. Simultaneously Immediately prior to the Effective Time, all Company Options then outstanding shall become fully vested and exercisable. Except with respect to the Company Options held by certain employees of the Company who have reached a separate written agreement with the execution Buyer and who have been identified by Buyer prior to the Closing Date, at the Effective Time, each share of this AgreementCompany Common Stock issuable pursuant to each Company Option not theretofore exercised shall be converted into the right to receive an amount in cash (without interest) equal to the per share Merger Consideration, and, subject to the receipt of necessary consents, if any, each such Company Option shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, as promptly as practicable thereafter, an amount of cash (without interest) (the “Option Cash Payment”, and the sum of all such payments the “Total Option Cash Payments”) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option multiplied by (y) the excess of the amount of the per share Merger Consideration over the exercise price per share of Company Common Stock under such Company Option (with the aggregate amount of such payment rounded to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. After the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment described in the preceding sentence. The Board of Directors of the Company (Company, or, if where appropriate, any the applicable administrative committee thereof) has adopted under each Company Stock Plan, shall take all reasonable actions necessary and appropriate resolutions, to make such adjustments and amendments to or make such determinations with respect to the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether under the Company’s 1996 Stock Incentive Plan (the “Company Stock Option Plan”) or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “Cash Payment”). As provided herein, all Options (whether or not vested or exercisable) and the Company Stock Option Plan (and any feature of any Benefit Plan or 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) shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause implement the holders foregoing provisions of the Options to agree to such cancellation thereof as provided hereinthis Section 3.3(a).

Treatment of Options. Simultaneously with At the execution of this AgreementEffective Time, the Board of Directors RTK shall assume CRI's rights and obligations under each of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore options previously granted by the CompanyCRI to certain of its employees, whether under the Company’s 1996 Stock Incentive Plan (the “Company Stock Option Plan”) or otherwise, shall at the Effective Time be cancelled, directors and each holder of consultants that are outstanding Options which are vested and exercisable immediately prior to the Effective Time (each such stock option existing immediately prior to the Effective Time is referred to herein as an "Existing Option" and each such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Option"). Under each Assumed Option, the optionee shall be have the right to receive from RTK, in accordance with the terms and subject to the conditions of the Existing Option, the Merger Consideration that such optionee would have been entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, had the “Cash Payment”). As provided herein, all Options (whether optionee exercised his or not vested or exercisable) and the Company Stock her Existing Option Plan (and any feature of any Benefit Plan or 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) shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) , but only in accordance with the terms and to cause the Options to be cancelled or cause the holders conditions of the Options to agree to such cancellation thereof Existing Option (including payment of the aggregate exercise price thereof). Except as provided hereinin this Section 1.9, the Assumed Option shall not give the optionee any additional benefits that the holder thereof did not have under the Existing Option; provided, however, that the terms of such Existing Options shall govern the vesting thereof, including, if applicable, any vesting of Existing Options as a result of the Merger. Each Assumed Option shall constitute a continuation of the Existing Option, substituting RTK for CRI and, in the case of employees, employment by RTK or a subsidiary of RTK for employment by an CRI or a subsidiary of CRI. Notwithstanding the foregoing, the terms of any Assumed Option shall be such that the substitution of the Assumed Option for the Existing Option would not constitute a modification of the Existing Option within the meaning of Section 424(h)(3) of the Code and the Regulations promulgated thereunder.

Treatment of Options. Simultaneously with Prior to the execution of this AgreementEffective Time, the Company Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted shall adopt appropriate resolutions, resolutions and the Company hereby agrees to take all other actions necessary after the date hereof, if any, and appropriate to provide that that, immediately prior to the Effective Time, each outstanding unexpired and unexercised option to purchase Shares (the “Company Options”), under any stock option (each “Option”) heretofore granted by plan of the Company, whether under including the Company’s 1996 Stock Incentive Amended 2000 Performance Plan (as amended) or any other plan, agreement or arrangement (the “Company Stock Option PlanPlans”) ), whether or otherwisenot then exercisable or vested, shall at the Effective Time be cancelledcancelled and, and in exchange therefor, each former holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time any such cancelled Company Option shall be entitled to receive receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxesor other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount, if any, equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amounts payable hereunder being referred to as the “Cash PaymentOption Payments”). As provided hereinFor the avoidance of doubt, all Options (whether or not vested or exercisable) in no event shall any former holder of any such cancelled Company Option be entitled to receive any such cash payment if the exercise price per Share previously subject to such Company Option is greater than the Merger Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and the Company Stock Option Plan (and any feature of any Benefit Plan or 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) shall terminate as of the Effective Time. The Company will take use its reasonable best efforts to obtain all steps necessary consents to ensure that none former holders of the Company or any of its subsidiaries is or Options will be bound by any Options, other options, warrants, have no rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, right to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to cause the Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided hereinOption Payment.

Treatment of Options. Simultaneously with the execution of -------------------- this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “"Option”") heretofore granted by the Company, whether under the Company’s 1996 Stock 's 1997 Non-Employee Directors' Equity Incentive Plan (the “"Directors' Plan") and the Company's 1994 Stock Option Plan (the "Management Plan") (collectively, the "Company Stock Option Plan”) Plans"), whether or otherwisenot then vested or exercisable, shall shall, at the Effective Time Time, be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the Effective Time thereof shall be entitled to receive a payment in cash as provided in Section 6.8 hereof (subject to any applicable withholding taxes, the “"Cash Payment”"). As provided herein, all Options (whether or not vested or exercisable) and the Company Stock Option Plan Plans (and any feature of any Benefit Plan or other plan, program or arrangement arrangement) providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary) subsidiary shall terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to acquire any capital stock of the Surviving Corporation or any of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable outstanding immediately prior to the Effective Time) and to cause the such Options to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.