Treatment of Stock Options and Stock Appreciation Rights Sample Clauses

Treatment of Stock Options and Stock Appreciation Rights. Petroglyph shall take all actions necessary to provide that each outstanding and unexercised stock option or stock appreciation right (collectively, the "Petroglyph Options") granted under the Petroglyph Incentive Plan, whether or not exercisable or vested, shall be terminated in accordance with the Petroglyph Incentive Plan prior to the Effective Time.
Sample 1
AutoNDA by SimpleDocs
Treatment of Stock Options and Stock Appreciation Rights. (i)Vested and Exercisable IR Options and IR Stock Appreciation Rights. Each IR Option or IR Stock Appreciation Right that is vested and exercisable by its terms immediately prior to the Effective Time (each an “Exercisable IR Award”), regardless of who holds such Exercisable IR Award, shall be deemed bifurcated into two options or stock appreciation rights, as applicable, the first an “Adjusted Exercisable IR Award” and the second, an “Allegion Exercisable Award”. Each Adjusted Exercisable IR Award and each Allegion Exercisable Award shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to the corresponding Exercisable IR Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (A)With respect to each Adjusted Exercisable IR Award: (x) the number of IR Ordinary Shares subject to each such Adjusted Exercisable IR Award shall be equal to the number of IR Ordinary Shares subject to the corresponding Exercisable IR Award immediately prior to the Effective Time; and (y) the per-share exercise price or base price, as applicable, of each Adjusted Exercisable IR Award shall be equal to ((A) the IR Post-Distribution Share Value) minus ((B)(i) Adjusted Exercisable IR Award Spread Value Allocation divided by (ii) the number of IR Ordinary Shares subject to the corresponding Exercisable IR Award immediately prior to the Effective Time), rounded up to the fourth decimal point. (B)With respect to each Allegion Exercisable Award: (x) the number of Allegion Ordinary Shares subject to each such Allegion Exercisable Award shall be equal to the (A) number of IR Ordinary Shares subject to the corresponding Exercisable IR Award immediately prior to the Effective Time multiplied by (B) the Distribution Ratio, with any fractional share rounded down to the nearest whole share; and (y) the per-share exercise price or base price, as applicable, of each Allegion Exercisable Award shall be equal to ((A) the Allegion Post-Distribution Share Value) minus ((B)(i) the Allegion Exercisable Award Spread Value Allocation divided by (ii) the number of Allegion Ordinary Shares subject to such Allegion Exercisable Award (as determined pursuant to clause (x) above)), rounded up to the fourth decimal point. (ii)Unvested and Vested but Unexercisable IR Options and IR Stock Appreciation Rights. (A)IR Group Employees and IR Directors. Each IR Option or IR Stock Appreciation Right that is unv...
Sample 1
Treatment of Stock Options and Stock Appreciation Rights. At the Closing, each outstanding option and stock appreciation right issued pursuant to the option plans of the Company (each, a "Stock Option" or "SAR"), whether or not then exercisable, shall be exchanged for, and the holder thereof shall be entitled to receive upon surrender of the Option or SAR for cancellation, a lump sum cash payment (the "Stock Option/SAR Amount"), subject to any applicable withholding tax, equal to the product of (i) the excess, if any, of the Per Share Amount over the per share exercise price of each such Stock Option or, as applicable, the per share base price of such SAR; times (ii) the number of shares of Company Common Stock then issuable upon exercise of such Stock Option or in respect of which the Company is obligated to make payment under such SAR (the "Stock Option/SAR Shares"). "Strike Price" shall mean the exercise price of each Stock Option and the per share base price of an SAR, in each case only if the exercise price or the per share base price, as the case may be, is less than the Per Share Amount. Each holder of record of a Stock Option or SAR shall hereinafter be referred to as an "Option/SAR Holder." Amounts so payable to Option/SAR Holders shall be paid at the Closing on the Closing Date, or as soon thereafter as such Option/SAR Holder has duly surrendered his or her Options or SARs for cancellation. Upon receipt of the Stock Option/SAR Amount, the Stock Option or SAR shall be canceled. The surrender of a Stock Option or SAR to the Company in exchange for the Stock Option/SAR Amount shall be deemed a release of any and all rights the holder had or may have had in respect of such Option or SAR. Prior to the Effective Time, the Company shall obtain all necessary consents or releases from Option/SAR Holders under the Option Plans and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 2.4. The Option Plans shall terminate as of the Effective Time, and the provisions in 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 thereof shall be canceled as of the Effective Time. Prior to the Effective Time, the Company shall take all action necessary to (i) ensure that, following the Effective Time, no participant in the Option Plans or any other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Compan...
Sample 1
Treatment of Stock Options and Stock Appreciation Rights 
Sample 1Sample 2Sample 3

Related to Treatment of Stock Options and Stock Appreciation Rights

  • Grant of Stock Appreciation Rights Subject to the terms and conditions of the Plan and this Agreement, the Company hereby grants this Award to the Participant on the Grant Date on the terms set forth on the cover page of this Agreement, as more fully described in this Attachment A. This Award is granted under the Plan, which is incorporated herein by this reference and made a part of this Agreement.

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

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Stock Appreciation Rights The Grantee or other person entitled to exercise this Option is further hereby granted the right ("Stock Appreciation Right") in lieu of exercising this Option or any portion thereof to receive an amount equal to the lesser of (a) the excess of the Fair Market Value of the stock subject to this Option or such portion thereof over the aggregate exercise price for such shares hereunder as of the date the Stock Appreciation Right is exercised, or (b) 200% of the aggregate exercise price for such shares hereunder. The amount payable upon exercise of such Stock Appreciation Right may be settled by payment in cash or in shares of the class then subject to this Option valued on the basis of their Fair Market Value on the date Stock Appreciation Right is exercised, or in a combination of cash and such shares so valued. No Stock Appreciation Right may be exercised, in whole or in part, (i) other than in connection with the contemporaneous surrender without exercise of this Option or the portion thereof that corresponds to the portion of the Stock Appreciation Right being exercised, or (ii) except to the extent that this Option or such portion thereof is exercisable on the date of exercise of the Stock Appreciation Right by the Person exercising the Stock Appreciation Right, or (iii) unless the class of stock then subject to this Option is then Publicly Traded.

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • Stock Options With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Stock Options and Restricted Stock Units The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.

  • Company Stock Options (i) Effective as of the Effective Time, each then outstanding option to purchase shares of Company Common Stock (each a “Company Stock Option”), pursuant to the Company’s equity-based compensation plans (the “Company Stock Plans”) and the award agreements evidencing the grants thereunder, granted prior to the date of this Agreement to any current or former employee or director of, consultant or other service provider to, the Company or any of its Subsidiaries shall immediately vest and become exercisable in accordance with the terms of the Company Stock Plans, shall be assumed by Parent and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into an option to purchase a number of shares of Parent Common Stock (an “Assumed Stock Option”) equal to (i) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio (rounded down to the nearest whole share); and the per share exercise price for Parent Common Stock issuable upon the exercise of such Assumed Stock Option shall be equal to (i) the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time divided by (ii) the Equity Award Exchange Ratio (rounded up to the nearest whole cent), provided, however, that such conversion and assumption of the Assumed Stock Options shall comply with the regulations and other binding guidance under Section 409A of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date and exercise provisions after taking into account the accelerated vesting of the Company Stock Options as of the Effective Time as contemplated by the Company Stock Plans) as were applicable to the corresponding Company Stock Options immediately prior to the Effective Time.

  • Restricted Stock Awards Each Restricted Stock Award shall be evidenced by a Restricted Stock Award Agreement, which shall comply with and be subject to the following terms and conditions:

  • Stock Option Awards During the Term, the Executive shall be eligible for awards of options to purchase shares of the Company’s common stock (the “Stock Options”), such Stock Options to be awarded in the sole discretion of the Compensation Committee and in accordance with the terms of the Company’s Stock Option Plan, as such Stock Option Plan may be amended, suspended or terminated from time to time.

Time is Money Join Law Insider Premium to draft better contracts faster.