Common use of Vested Company Options Clause in Contracts

Vested Company Options. Each Company Share Option (a “Vested Company Option”) that is vested and outstanding prior to the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Vested Company Options as of the Closing or by voluntary exercise on the part of the holder of Vested Company Options. Such holders of Vested Company Options shall not be required to make payment of the exercise price of such Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to transfer to (x) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid the balance of the Merger Consideration to each former holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise of Vested Company Options which are held by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtained.

Vested Company Options. Each Company Share Option (a “Vested Company Option”) that is vested and Option outstanding as of immediately prior to the Effective Time shall automatically be exercised as of (including Unvested Company Options (or portion thereof) that accelerate by their terms and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the become Vested Company Options as at the Effective Time) shall be cancelled and converted automatically at the Effective Time into the right to receive with respect to each share subject thereto, an amount in cash, without interest, equal to the excess, if any, of the Closing or by voluntary Per Share Amount for each share of Company Common Stock issuable upon the exercise on the part in full of the holder of such Vested Company Options. Such holders of Vested Company Options shall not be required to make payment of Option over the per share exercise price of such Vested Company Options at Option (such excess amount being hereinafter referred to as the time of exercise“Vested Company Option Cash Out Amount”), each in accordance with, and instead subject to, the following terms and conditions set forth in this Agreement. Vested Company Options with a per share exercise price greater than or equal to the Per Share Amount shall apply: As be cancelled without consideration. The payment of the Vested Company Option Cash Out Amount to any holder of Vested Company Options shall, subject to delivery by such holder of an executed Option Cancellation Agreement to Acquirer, be paid to the Surviving Corporation for further payment, as soon as practicable (but in no event later than the second regular payroll date after the Effective Time), to such holders of Vested Company Options through the Parent shall cause Surviving Corporation’s payroll processing system net of applicable Tax withholding. For purposes of calculating the Paying Agent aggregate amount of consideration payable to transfer each holder of a Vested Company Option pursuant to this Section 1.9(a)(iv), (xA) all shares of Company Common Stock issuable upon the 102 Trustee (exercise in full of the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid the balance of the Merger Consideration to each former holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which Options shall be transferred aggregated and (B) the amount of cash to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable with respect be paid to Company Shares obtained upon exercise each such holder of Vested Company Options which are held by the Section 102 Trustee shall be held, paid and distributed by rounded down to the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtainednearest whole cent.

Vested Company Options. Each At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in May, 2010, the portion of your outstanding Company Share Option Options that is vested as of the Effective Time (a the “Vested Company OptionOptions”) that is vested shall terminate and outstanding prior to the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Vested Company Options cancelled as of the Closing or by voluntary Effective Time. If you do not exercise on the part of the holder of your Vested Company Options. Such holders , you shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of Vested Company Options shall not be required to make payment of the exercise price of such Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to transfer to (x) the 102 Trustee (in the case number of Vested shares of Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained common stock that were issuable upon exercise of such Vested Company Options, and Options immediately prior to the 102 Trustee or Effective Time multiplied by (y) an amount equal to (1) the Company, Per Share Common Amount (as defined in the Merger Agreement as the case may be, shall consideration that each share of Company common stock will receive in the Merger) minus (i2) transfer to the Company the full amount of the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested OptionsCompany Options held by you, separate calculations shall be made for each applicable exercise price) (ii) pay the “Vested Spread”). Pursuant to the Merger Agreement, approximately 15% of the Vested Spread shall be held back in escrow to indemnify the Parent in case of a breach of a representation, warranty or cause covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be paid subject to escrow will depend on the balance final purchase price after giving effect to closing payments, working capital adjustments and the like.) The amount withheld will be deposited with the escrow agent pursuant to the terms of the Merger Consideration Agreement to each former holder secure such indemnification obligations, and all amounts deposited with the escrow agent, together with any interest, investment income or other proceeds applicable thereto, shall be held by the escrow agent, subject to the terms and conditions of the Merger Agreement and the related escrow agreement. You acknowledge and agree to be bound by all provisions of Articles 2 and 9 of the Merger Agreement, and that you shall be entitled to receive the portion of the Vested Spread held back in escrow only at the times and in the amounts set forth in the Merger Agreement and the escrow agreement. You may also choose to exercise your Vested Company Options prior to the Effective Time. If you wish to exercise your Vested Company Options, less applicable deductions and withholding at please contact the time of payment, which shall be transferred Company immediately. You must provide a completed exercise notice to the applicable Tax authorityCompany and pay the exercise price per share prior to the Effective Time. Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise For any of your Vested Company Options which that were granted as incentive stock options (“ISOs”) under Internal Revenue Code Section 422 and are held exercised by you, the Section 102 Trustee Vested Spread shall be heldreported as ordinary income to you for income tax purposes, paid and distributed by the 102 Trustee in accordance with applicable Lawbut shall not be subject to withholding, including, without limitationincluding not being subject to employment taxes. For any of your Vested Company Options that were granted as nonstatutory stock options (“NSOs”), the provisions of Section 102 Vested Spread shall be reported as ordinary income and be subject to applicable tax withholding (including income and employment taxes). As a stockholder, a percentage of the Israeli Tax Code and Merger consideration that you receive for your shares will be held back in escrow on the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtainedsame terms as described above for Vested Company Options.

Vested Company Options. Each outstanding, unexercised and vested Company Share Options, or, as applicable, the vested portion of a Company Option (each a “Vested Company Option”) that is vested and outstanding prior to ), with a per share exercise price less than the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Per Share Merger Consideration (each an “In-the-Money Vested Company Options as of the Closing or by voluntary exercise Option”) shall, automatically and without any required action on the part of the holder thereof, be converted into the right to receive an amount in cash equal to the excess of Vested Company Options. Such holders of Vested Company Options shall not be required to make payment of (i) the Per Share Merger Consideration over (ii) the exercise price of such In-the-Money Vested Company Option, multiplied by the number of Company Shares underlying such In-the-Money Vested Company Option (the “Option Consideration”). Each Vested Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Merger Consideration shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof. On the Closing Date, or as promptly as practicable thereafter (but in no event later than five days thereafter), the Surviving Company or Parent shall pay to each holder of an In-the-Money Vested Company Option the aggregate Option Consideration payable to such holder of In-the-Money Options pursuant to this Section 2.7(d). Such cash consideration shall be rounded down to the nearest cent and the Surviving Company and Parent shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under the Code, the rules and regulations promulgated thereunder, or any other applicable laws. To the extent that amounts are so withheld by the Surviving Company or Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the In-the-Money Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent shall cause the Paying Agent to transfer to (x) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of whom such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid the balance of the Merger Consideration to each former holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable with respect to Company Shares obtained upon exercise of Vested Company Options which are held amounts were withheld by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtainedSurviving Company or Parent.

Vested Company Options. Each At the Effective Time, each Company Share Option (a “Vested Company Option”or portion thereof) that is vested and outstanding as of immediately prior to the Effective Time shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment that is then vested shall, to the extent not exercised prior to the Effective Time, be purchased by the Company Benefit Plan for an amount in cash equal to, for each Common Non-Voting Share underlying such vested Company Option (or portion thereof), the amount by which forces the Purchase Price Per Share exceeds the exercise of the Vested price for such Common Non-Voting Share, and each such vested Company Options as of the Closing Option (or by voluntary exercise portion thereof) shall thereafter be terminated without any further action on the part of Parent, Sub, the Company or the holder of Vested Company Optionsthereof. Such holders of Vested Company Options shall not be required Prior to make payment of the exercise price of such Vested Company Options at the time of exercise, and instead the following shall apply: As soon as practicable after the Effective Time, the Parent Company shall cause take all action necessary to effect the Paying Agent to transfer to (xterminations anticipated by this Section 1.2(e)(ii) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested under any outstanding Company Options, and including any actions required by the 102 Trustee or the Company, as the case may be, shall (i) transfer Plan. Parent covenants to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay deliver or cause to be paid delivered the balance Vested Option Consideration in cash to the Company on the Closing Date, provided that a portion thereof will be withheld in accordance with Section 1.2(d)(i). Company, Parent and Sub agree that it is their common intention to waive any entitlement to a deduction for Canadian Tax purposes in respect of the Merger Consideration to each former holder payment of the Vested Company OptionsOption Consideration, less applicable deductions and withholding at in accordance with subsection 110(1.1) of the time ITA. In furtherance of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable Parent and Sub hereby covenant and agree with respect the Shareholders and the Company that the Parent and Sub (a) shall, and shall cause the Company to, make the applicable elections under draft paragraph 110(1.1)(a) of the ITA to forego the deduction of payments made to retire employee stock options pursuant to Section 1.2(e) and shall not, and shall cause the Company Shares obtained upon exercise of Vested Company Options which are held by the Section 102 Trustee shall be heldnot to, paid and distributed by the 102 Trustee in accordance with applicable Lawrescind, including, without limitationamend or otherwise modify or seek to nullify any such election. For greater certainty, the provisions of Section 102 obligation of the Israeli Tax Code and Company to pay the regulations and rules promulgated thereunder and Vested Payment Amount will be disregarded for the Israeli Options Tax Rulingpurposes of determining the Balance Sheet Adjustment Amount, if obtainedthe Third Party Expense Adjustment Amount, or the Indebtedness Adjustment Amount.

Vested Company Options. Each Upon the terms and subject to the conditions set forth in this Agreement, each Vested Company Share Option (a “other than any Vested Company Option”) Option that is vested a Rollover Security under the Support Agreement) outstanding and outstanding unexercised immediately prior to the Effective Time Time, with a per share exercise price less than the Per Share Merger Consideration (each, a “Cashed-Out Option”), shall automatically be exercised as of and subject to occurrence of the Closing. Such exercise shall be effected either by appropriate amendment to the Company Benefit Plan which forces the exercise of the Vested Company Options as of the Closing or by voluntary exercise without any action on the part of the holder thereof, be cancelled as of Vested Company Options. Such holders the Effective Time in exchange for the right to receive, unless otherwise agreed to between such holder and Parent prior to the Closing, an amount in cash equal to the excess of Vested Company Options shall not be required to make payment of (x) Per Share Merger Consideration over (y) the exercise price of such Cashed-Out Option, multiplied by the number of Company Shares underlying such Cashed-Out Option (the “Option Consideration”); provided that if based on the agreement between a holder of a Cashed-Out Option and Parent prior to the Closing that such Cashed-Out Option shall not be cancelled in exchange for the right to receive Option Consideration in accordance with this Section 3.1(f)(ii), such holder of the Cashed-Out Option shall, in exchange for the cancellation of such Cashed-Out Option as of the Effective Time, have a right to receive an equity incentive award of Parent, pursuant to the terms and conditions to be determined by Parent and entitling the holder thereof to substantially the same economic value as such Cashed-Out Option, provided further that the number of shares underlying such award granted in substitution for such Cashed-Out Option may be further adjusted by Parent in accordance with Parent’s capital structure at the Closing to provide substantially the same economic terms to the holder of such Cashed-Out Option. Each Vested Company Options at Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Merger Consideration shall automatically be cancelled as of the Effective time of exercise, and instead the following shall apply: without any consideration payable in respect thereof. As soon promptly as practicable after following the Effective Time, the Parent Surviving Company shall cause the Paying Agent to transfer to pay (x) the 102 Trustee (in the case of Vested Company Options held by the 102 Trustee) or (y) the Company (in the case of all other Vested Company Options) the full Merger Consideration payable with respect to the Company Shares obtained upon exercise of such Vested Company Options, and the 102 Trustee or the Company, as the case may be, shall (i) transfer to the Company the full amount of the exercise price for such Company Vested Options, (ii) pay or cause to be paid on its behalf) to each holder of a Cashed-Out Option the balance aggregate Option Consideration (without interest) payable to such holder of Cashed-Out Options pursuant to this Section 3.1(f)(ii). Such Option Consideration shall be rounded down to the nearest cent and the Surviving Company (or such Person(s) making payment on behalf of the Merger Consideration Surviving Company) shall be entitled to each former deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Vested Company Options, less applicable deductions and withholding at the time of payment, which shall be transferred to the applicable Tax authority. Notwithstanding the foregoing, the proceeds payable Cashed-Out Options with respect to Company Shares obtained upon exercise of Vested Company Options which are held whom such amounts were withheld by the Section 102 Trustee shall be held, paid and distributed by the 102 Trustee in accordance with applicable Law, including, without limitation, the provisions of Section 102 Surviving Company (or such Person(s) making payment on behalf of the Israeli Tax Code and the regulations and rules promulgated thereunder and the Israeli Options Tax Ruling, if obtainedSurviving Company).