Treatment of Stock Based Awards Sample Clauses

Treatment of Stock Based Awards. All outstanding Company Equity Awards are restricted stock awards which shall become 100% vested as of the Closing Date. All provisions of this Agreement, including but not limited to Section 1.4, that apply to Company Common Stock shall apply in equal measure to each share of Company Common Stock subject to a Company Equity Award which vests as of the Closing Date.
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Treatment of Stock Based Awards. (a) The Company shall use commercially reasonable efforts to ensure that, at the Effective Time, each Company Stock Option then outstanding, whether or not then exercisable, shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive promptly after the Effective Time, a cash payment in respect of such cancellation from the Surviving Corporation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option, whether or not then exercisable and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Company Stock Option, minus (ii) all applicable federal, state, local and foreign Taxes required to be withheld by the Surviving Corporation. The Company shall take all necessary actions (including obtaining any required consents) to ensure that, at the Effective Time, any Company Stock Option that is not cancelled by the Company at or prior to the Effective Time and which is not exercised by the holder thereof prior to the Effective Time shall automatically terminate for no consideration as of the Effective Time in accordance with the terms of the grant agreement or Company Stock Incentive Plan pursuant to which such Company Stock Option was issued.
Sample 1
Treatment of Stock Based Awards. (a) Each Company Option, whether vested or unvested, shall be converted into an option to purchase a number of Company Class A Ordinary Shares (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of Pre-Subdivision Shares subject to such Company Option immediately prior to the Share Subdivision and (y) the Subdivision Factor, at an exercise price per Company Class A Ordinary Share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Class A Ordinary Share of such Company Option immediately prior to the Share Subdivision divided by (B) the Subdivision Factor; provided, however, that, to the extent applicable, the exercise price and the number of Company Class A Ordinary Shares purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with remaining exempt from the requirements of Section 409A of the Code and Section 457A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of Company Class A Ordinary Shares purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code; provided, further, that, except as specifically provided above, following the Share Subdivision, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Share Subdivision and shall continue to be administered by the Company Option Trustee for the benefit of the applicable grantee of the corresponding former Company Option immediately prior to the Share Subdivision.
Sample 1
Treatment of Stock Based Awards. (a) Treatment of Company RSU Awards. Subject to Section 2.8 and Section 3.1(a), at the Effective Time, each Company RSU Award shall be cancelled in consideration of payment to the holder thereof (each, an “RSU Holder”) of an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Company Common Stock subject to each Company RSU Award held by such RSU Holder as of immediately prior to the Effective Time, by (ii) the Per Share Merger Consideration (such amount, an “RSU Payment”). The Company shall take all necessary actions, including providing any required notice to RSU Holders and obtaining any required consents from RSU Holders, necessary to effect the transactions described in this Section 2.7(a) pursuant to the terms of the Company RSU Plans and any agreement evidencing a Company RSU Award.
Sample 1
Treatment of Stock Based Awards. (a) The Company shall use reasonable efforts to ensure that, at the Effective Time, each Company Stock Option and Company SAR then outstanding, whether or not then exercisable, shall be cancelled by the Company in consideration for which the holder thereof shall thereupon be entitled to receive promptly (but in no event later than ten days) after the Effective Time, a cash payment in respect of such cancellation from the Surviving Corporation in an amount (if any) equal to (i) the product of (x) the number of shares of Company Common Stock subject or related to such Company Stock Option or Company SAR and (y) the excess, if any, of the Merger Consideration over the exercise, purchase or base price per share of Company Common Stock subject or related to such Company Stock Option or Company SAR, minus (ii) all applicable federal, state and local Taxes required to be withheld by the Surviving Corporation.
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Treatment of Stock Based Awards 
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Related to Treatment of Stock Based Awards

  • Stock-Based Awards The vesting of any stock-based compensation awards which constitute Section 409A Deferred Compensation and are held by the Executive, if the Executive is a Specified Employee, shall be accelerated in accordance with this Agreement to the extent applicable; provided, however, that the payment in settlement of any such awards shall occur on the Delayed Payment Date. Any stock based compensation which vests and becomes payable upon a Change in Control in accordance with Section 8(e)(i) shall not be subject to this Section 22(d).

  • Treatment of Stock Options 6 ARTICLE III.

  • Grant of Stock Units Pursuant to the terms and conditions set forth in this Stock Award Agreement (including Section 1 above) and the Plan, the Administrator hereby grants to the Awardee named in Section 1, on the Grant Date set forth in Section 1, the number of Stock Units set forth in Section 1.

  • Performance Share Awards On the Performance Share Vesting Date next following the Executive's date of death, the number of Performance Shares that shall become Vested Performance Shares shall be determined by multiplying (a) that number of shares of Company Common Stock subject to the Performance Share Agreement that would have become Vested Performance Shares had no such termination occurred; provided, however, in no case shall the number of Performance Shares that become Vested Performance Shares exceed 100% of the Target Number of Performance Shares set forth in the Performance Share Agreement, by (b) the ratio of the number of full months of the Executive's employment with the Company during the Performance Period (as defined in the Performance Share Agreement) to the number of full months contained in the Performance Period. Vested Common Shares shall be issued in settlement of such Vested Performance Shares on the Settlement Date next following the Executive’s date of death.

  • Performance Units Subject to the limitations set forth in paragraph (c) hereof, the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

  • Performance Awards With respect to any Performance Award, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, the other terms and conditions of such Award, and the measure of whether and to what degree such Performance Goals have been attained will be determined by the Board.

  • Equity-Based Awards For each calendar year during the Term, the Executive shall be eligible to participate in and receive equity-based awards under the Company’s 2014 Stock Incentive Plan, and any and all successor or replacement plans as may be determined by the Board or the Committee (collectively, “Incentive Plan”).

  • Treatment of Equity Awards Upon a Change of Control, all equity awards with time-based vesting shall immediately fully vest and become non-forfeitable and each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon and to the extent of the Employers’ achievement of performance goals during the performance period under each such equity award through the end of the calendar month immediately preceding the Change in Control.

  • Performance Shares The Performance Shares earned by the Grantee will be determined and delivered to the Grantee as soon as practicable subsequent to the determination of the Corporation’s financial results for the Performance Cycle and approval by the Plan Administrator. The corresponding shares of the Corporation’s common stock will be purchased on the open market.

  • 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.

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