220 Vested Options Clause Examples for Any Agreement
The Vested Options clause defines the rights of an individual or entity to exercise stock options or similar equity awards that have met specific vesting requirements. Typically, this clause outlines the schedule by which options become vested, such as over a period of employment or upon achieving certain milestones, and clarifies what happens to vested options if the individual leaves the company. Its core practical function is to ensure that recipients understand when and how they can claim ownership of granted options, thereby providing clarity and protecting both the grantor and recipient in equity compensation arrangements.
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Vested Options. (i) Purchaser shall not assume any Vested Options, or substitute any Vested Options with an equivalent option or right, in connection with the transactions contemplated hereby. At the Closing, each Vested Option (whether held directly or through a trustee for the benefit of the holder) shall by virtue of the transactions contemplated hereby and without any action on the part of Purchaser, the Company, Holdings, Sellers or any holder of Options, be cancelled and extinguished. In exchange for the cancellation and extinguishment of a Vested Option pursuant to this Section 1.3(b), subject to the holder thereof first executing and delivering an Option Surrender Agreement to Purchaser, subject to Sections 1.2(b), 9 and 10.14(e), Purchaser shall, or shall cause Holdings to, pay through the payroll service of Holdings or one of its Affiliates to each person who at the Closing was holding a Vested Option, with respect to the Holdings Shares issuable upon exercise of such Vested Option immediately prior to the Closing, an amount in cash equal to: (A) the amount, if any, set forth for such Vested Option in the Closing Consideration Spreadsheet, plus (B) the amount, if any, set forth for such Vested Option in the Post-Closing Consideration Spreadsheet, plus (C) the amount, if any, set forth for such Vested Option in any Escrow Release Spreadsheet(s) (such amount with respect to each Vested Option, the “Option Purchase Consideration”), in the case of each of clauses “(A),” “(B)” and (C) above, less any deductions and withholdings for Taxes required by applicable Legal Requirements.
(ii) As promptly as practicable following the Closing, subject to Sections 1.5 and 9, Purchaser shall pay or cause to be paid: (A) through the payroll service of Holdings or one of its Affiliates, the applicable Option Purchase Consideration to holders of Vested Options (other than any Vested Options with respect to which the Company has no Tax withholding obligations (such Vested Options, “No-Withholding Options”)); and (B) to holders of No-Withholding Options who have delivered a Form W-9 or Form W-8, as applicable, at the Closing, the applicable Option Purchase Consideration payable to holders of No-Withholding Options.
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. Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.
Vested Options. Each Vested Company Option shall be cancelled and automatically converted into the right to receive an amount in cash equal to the product of (A) the aggregate number of shares of Company Common Stock subject to such Vested Company Option, multiplied by (B) the excess, if any, of the Per Share Price over the applicable per share exercise price under such Vested Company Option, subject to any required withholding of Taxes (the “Vested Option Consideration”).
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. 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. 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. 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. 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.