Vested Stock Options. At the "Effective Time" (as defined in the Merger Agreement), each Option that is exercisable on the date hereof and outstanding at the "Effective Time" (including any such Option with a per share purchase price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force or effect. At the "Effective Time", the Company shall pay Executive, in cancellation of each Option that is exercisable on the date hereof and outstanding at the Effective Time, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number. Payment for such Option shall be made by the Company as soon as practicable after consummation of the "Merger" (as defined in the Merger Agreement).
Vested Stock Options. Subject to Section 1.8(h), each Option that is vested, outstanding and unexercised immediately prior to the Effective Time (including all Options that vest contingent upon the Merger) (each such Option being referred to in this Agreement as an “Outstanding Vested Option”) shall not be assumed or substituted with an equivalent option or right but shall terminate and shall be cancelled at the Effective Time, and the holder thereof shall be entitled to receive for each share of Capital Stock subject to such Outstanding Vested Option:
Vested Stock Options. The Company shall cause all Company Stock Options that are outstanding immediately prior to the Effective Time to become fully vested immediately prior to the Effective Time, other than those Company Stock Options set forth on Section 2.1(d) of the Company Disclosure Letter. At the Effective Time, each Company Stock Option that is outstanding and vested immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the completion of the Merger) shall be cancelled and shall only entitle the holder of such Company Stock Option to receive (without interest), as soon as reasonably practicable after the Effective Time, (A) the Offer Consideration payable pursuant to Section 2.1(c) with respect to each Share subject to such Company Stock Option immediately prior to the Effective Time reduced by (B) the sum of the exercise price per Share subject to such Company Stock Option and all applicable Taxes required to be withheld with respect to such payment (such amounts payable hereunder, the “Option Payments”). Fifty percent (50%) of the exercise price per Share subject to such Company Stock Option shall be deducted from each of the cash portion and the stock portion of the Offer Consideration, with the value of the stock portion for purposes of such deduction being equal to the Closing Date Average Price (without any adjustment thereto pursuant to the application of the Collar), and fifty percent (50%) of all applicable Taxes shall be deducted from each of the cash portion and the stock portion of the Offer Consideration, with the value of the stock portion for purposes of such deduction being equal to an amount equal to the closing sale price for the Parent Common Stock on the trading date prior to the date of the Acceptance Time (without any adjustment thereto pursuant to the applications of the Collar).
Vested Stock Options. Broker shall be granted the options to purchase -------------------- authorized but unissued common stock of RMI, par value $0.01 (the "Stock"), subject to the terms and conditions of the attached Incentive Stock Option Letter Agreement and the Ragen MacKenzie Incorporated 1993 Stock Option Plan. Purchase of the Stock upon exercise of the options shall be contingent upon Broker's execution of the Subscription Agreement and Shareholders Agreement attached hereto as Attachments A and B respectively. In connection with the purchase of the Stock, Broker knows that the Stock has not been registered under either federal or state securities laws, and Broker represents and warrants that Broker is purchasing such Stock for investment for Broker's own account and not on behalf of any other person, nor with a view to, or for resale or other distribution of the Stock. Broker also understands that RMI is under no obligation and has no intention to register the Stock or take any actions as to make available exemptions from the registration requirements of the state and federal securities laws and that the Stock cannot be sold or otherwise distributed in the absence of an exemption from such registration requirements. Broker also acknowledges that Attachments A and B hereto contain rights of first refusal with respect to sales of such Stock and other transfer restrictions, and Broker agrees to abide by such restrictions. Broker agrees to cooperate fully with RMI and to provide any information which may be necessary to enable RMI to qualify for applicable exemptions from registration requirements with respect to the sale of the Stock to Broker hereunder.
Vested Stock Options. At the Effective Time, each Vested Stock Option that is outstanding immediately prior to the Effective Time (other than the UK Options), to the extent not exercised or cancelled pursuant to Section 3.1(f), shall be cancelled and each holder thereof (each, a “Vested Optionholder”) shall cease to have any right or entitlement with respect thereto, except the right to receive the consideration payable in respect thereof as set forth in this Section 3.1(g), without interest thereon. Immediately after the Effective Time and on the terms and subject to the conditions of this Agreement, including those set forth in Section 7.4(g) and Section 10.2, each Vested Optionholder shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company, be entitled to receive a portion of the Merger Consideration, payable solely in cash, equal to (A) the Per Share Consideration, multiplied by the aggregate number of shares of Company Common Stock subject to all Vested Stock Options held by such Vested Optionholder, less (B) the aggregate cash exercise price payable upon exercise of all Vested Stock Options held by such Optionholder (after giving effect to Section 7.4(g)).
Vested Stock Options. Such Participant's Stock Options, to the extent vested on the Termination Date,
Vested Stock Options. The Executive currently owns 124,109 options to purchase Sara Lee stock. Of these options, 109,775 are currently fully vested. It is understood that the Executive will exercise these vested options. It is agreed that the exercise of these options, however, does not fully compensate the Executive for the opportunity lost by exercising the options. To compensate the Executive for the lost opportunities created by the exercise of the Sara Lee options, the Executive shall be granted 249,489 options to purchase Russell stock effective as of the Effective Date (computed by multiplying the 109,775 Sara Lee options by 56.666 (the Average of the High and Low price for Sara Lee common stock for January 1, 1998 through January 31, 1998 (the "Sara Lee January Average")) divided by 24.933 (the Average of the High and Low price for Russell Corporation common stock for January 1, 1998 through January 31, 1998 (the "Russell January Average") (the "Conversion Ratio")). Subject to the provisions of Article VI hereof, these Russell stock options shall be immediately vested and exercisable any time within 54 months from the Effective Date at a price determined by taking the average of the high and low price for Russell common stock on the Effective Date as reported in The Wall Street Journal.
Vested Stock Options. Any outstanding, vested employee stock options granted under the Long-Term Incentive Plan (1999) (LTIP)or Omnibus Performance Incentive Plan (2007) (OPIP), held by the Executive on his Retirement Date for which, as of such date, the exercise price exceeds the then fair market value of a share of Company common stock (as determined in accordance with the terms of the LTIP and OPIP, respectively) shall terminate and expire on the date which is thirty - six (36) months following the Retirement Date, provided such expiration date is not beyond the original expiration date of any such stock option. Any vested stock options other than those described in the previous sentence, shall expire on the first anniversary of the Retirement Date, pursuant to the terms of the subject plans. As required by law, any outstanding incentive stock options shall convert to nonqualified stock options on the date three months following the Retirement Date.