Vested Options Clause Samples

Vested Options. Stockholder agrees to exercise, upon written notice from Parent or Purchaser, Stockholder's vested Stock Options upon the earliest date permitted by the relevant Stock Option Plan. All Stockholder's Equity resulting from the exercise of such vested options automatically shall become subject to the Purchase Option that may be exercised by Parent or Purchaser pursuant to the terms of Section 1.

Vested Options. With respect to those Options which are then exercisable (after taking into account any applicable accelerated or continued vesting treatment):

Vested Options. Each vested outstanding Company Option that is outstanding as of immediately prior to the Effective Time (the “Cashed-Out Options”) shall be cancelled at the Effective Time and converted into the right to receive an amount in cash equal to the Option Consideration after which it shall be cancelled and extinguished. If the Per Share Conversion Common Amount does not exceed the per share exercise price of each such outstanding Company Option, then such Company Option shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof (the “Cancelled Options”) and such Company Option shall not be deemed a Cashed-Out Option. Company shall take any and all necessary action to provide for the cancellation of each Company Option in accordance with this Section 1.6(b)(i). As soon as reasonably practicable after the Effective Time, through its payroll system on a special payroll run on the Closing Date, the Surviving Corporation shall or shall direct its payroll agent to, in accordance with its customary payroll practices, pay to each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as an employee of Company or any of its Subsidiaries for applicable employment Tax purposes (“Employee Cashed-Out Option Holder”) the applicable portion of the Option Consideration (subject to applicable withholding Taxes) payable in respect of each such Cashed-Out Option (“Employee Option Consideration”); provided, that, if any such Employee Cashed-Out Holder has not executed and delivered to Parent a Cashed-Out Option Agreement (a “Cashed-Out Option Agreement”) in substantially the form attached hereto as EXHIBIT I, as of such date, the payment to such Employee Cashed-Out Option Holder shall be made as soon as reasonably practicable following the execution and delivery to Parent of a Cashed-Out Option Agreement. Each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as a non-employee service provider to Company or any of its Subsidiaries for applicable employment Tax purposes (“Non-Employee Cashed-Out Option Holder”) shall be paid the applicable portion of the Option Consideration by the Exchange Agent in the manner provided in Section 1.11. No interest shall accrue or be paid on the Option Consideration payable with respect to any Cashed-Out Options. In no event shall any Cashed-Out Option or Cancelled Option be assumed by Parent.

Vested Options. Termination of Service for any Reason other than for Cause. With respect to those Options which are then exercisable (after taking into account any applicable accelerated or continued vesting treatment), in the event of your termination of service as a Nonemployee Director for any reason other than for Cause, at the Close of Business on the last day of the one-year period beginning on the Service Termination Date; provided, however, that if you die during such period, such Options will terminate at the Close of Business on the last day of the one-year period beginning on the date of your death.

Vested Options. If the Participant holds any vested Options on the record date with respect to any such dividend, the Participant shall be eligible to receive a cash dividend equivalent payment equal to the amount that the Participant would otherwise have been entitled to receive had his or her vested Option been fully exercised immediately prior to such record date. The cash dividend equivalent payment shall be paid to the Participant for such payments under this Section 4.6(a) no later than the later of (A) December 31 of the year in which the dividend is declared or (B) two and one-half (2 1/2) months following end of the calendar month in which the dividend is declared by the Company.

Vested Options. The Vested Options shall be converted into (a) vested -------------- options to purchase the number of shares of Class A Common Stock set forth on Schedule 1 with an exercise price per share equal to $1.5762 (the "Vested Class ------------ A Options"), (b) vested options to purchase the number of shares of Class L --------- Common Stock set forth on Schedule 1 with an exercise price per share equal to $364.0909 (the "Vested Class L Options", and together with the Vested Class A ---------------------- Options, the "Vested Replacement Options") and (c) the right to receive a cash -------------------------- payment to be made one day prior to the Closing Date (as defined in the Redemption and Stock Contribution Agreement) in the aggregate amount set forth on Schedule 1.

Vested Options. Executive agrees that, with respect to all unexercised options previously granted to Executive that are vested and exercisable on the date hereof (the “Vested Options”), the Company may, without any further need for Executive’s consent, increase the exercise price of such options to an amount the Company determines in good faith is equal to the fair market value of the Company’s common stock on the date such options were originally granted. Absent manifest error, the Company’s determination of the appropriate exercise price shall be final, binding and conclusive. Executive agrees to execute any document related to such adjustment reasonably requested by the Company. In the event Executive exercises any options described in this Section 3(b) prior to any adjustment contemplated hereby, such options shall be treated in accordance with Section 3(a). Vested Options shall otherwise be exercisable after the Separation Date in accordance with their terms, it being agreed that the Vested Options shall remain exercisable until the earlier of (i) the date such Accelerated Options would otherwise expire (in the absence of Executive’s retirement), (ii) the fifth anniversary of the Separation Date, or (iii) the date such options are cashed out in connection with a Change in Control Event.

Vested Options. Each vested Option that is outstanding and unexercised immediately prior to the Effective Time shall be converted into the right to receive cash in accordance with this Section 2.2(a). The Company hereby agrees that, prior to the Effective Time, the Company Board will take all actions necessary to accelerate the vesting of all Options that would become vested as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement; provided, that the holder of each such Option is employed by the Company or one of its Subsidiaries at the Effective Time. At the Effective Time, the Company shall pay to each holder of a vested Option (each an “Optionholder” and collectively, the “Optionholders”) an amount of cash for each share of Voting Common Stock then issuable upon exercise of such vested Option equal to the Price Per Common Share less the applicable exercise price, upon receipt by the Company, Parent and MergerCo from such Optionholder of a duly executed counterpart signature page to the Common Equity Holders Agreement (as defined in Section 8.2(k)). The aggregate amount of the exercise prices of all the vested Options as of the Effective Time is referred to herein as the “Aggregate Option Exercise Price Proceeds.” The aggregate amount of cash paid to the Optionholders at the Effective Time pursuant to this Section 2.2(a) (after giving effect to Section 2.2(c) hereof) is referred to herein as the “Total Option Proceeds.” The Company shall take all actions necessary so that, as of immediately prior to the Effective Time, the Plan (as defined in Section 11.6) and all vested Options that are outstanding as of immediately prior to the Effective Time shall be terminated and canceled without any payment therefor (except the right to receive payment of the Total Option Proceeds in respect of vested Options upon delivery by each such holder of a vested Option of a duly executed counterpart signature page to the Common Equity Holders Agreement (as defined in Section 8.2(k)) or other liability on the part of the Company, MergerCo, Parent or any of their respective Affiliates (as defined in Section 11.6) (including, without limitation, under Section 280G of the Code).

Vested Options. Subject to paragraph (b) below, the Option shall expire, and shall not be exercisable with respect to any vested Units hereunder as to which the Option has not been exercised, on the first to occur of (a) the 10th anniversary of the Award Date or (b) one year after the Participant ceases to be an Employee or consultant of the Company for any reason.