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. Company through its compensation committee has granted effective December 10, 2007 fully vested options to purchase up to 5,750,000 shares of Common Stock to Executive in accordance with the form of option agreement attached hereto as Exhibit A.
Vested Stock Options. To compensate the Executive for the lost opportunities as to certain Xxxx Xxx stock options (which opportunities were lost as a result of accepting employment with the Company), the Executive received, under said Prior Agreement and as of March 31, 1998, grants of options to purchase: (1) 249,489 shares of the Company’s stock (pursuant to Article 2.1 of said Prior Agreement) and (2) 32,577 shares of the Company’s stock (pursuant to Article 2.2(b) of said Prior Agreement) (total options equal to 282,066). The Executive was immediately and is currently vested in these stock options, provided, however, that in the event of a Default Termination (as defined in and pursuant to Article VI of said Prior Agreement) on or before March 31, 2001, the vesting and/or forfeiture of said stock options shall be determined in accordance with Article VI of said Prior Agreement. Effective April 1, 2001, said stock options shall not be subject to any divestiture or forfeiture pursuant to Article VI of said Prior Agreement or otherwise. Said stock options shall be exercisable by the Executive for a period of ten (10) years from March 31, 1998 (i.e. through March 31, 2008) at a price determined by taking the average of the high and low price for the Company’s common stock on the Effective Date of said Prior Agreement as reported in The Wall Street Journal. Attached hereto and incorporated herein by reference as Appendix C is a list reflecting said vested stock options, applicable price(s), and applicable grant exercisability date(s).
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. Except as set forth in the Separation Agreement, Spinco shall not assume any obligations or liabilities for stock options granted to Business Employees and Former Business Employees under the GGP Plans that were vested on or prior to the Transfer Date (the “Vested Options”).
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 Xxxxx XxxXxxxxx 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. You shall have a period of twelve (12) months following the Termination Date to exercise any vested stock options of the Company that you hold as of the Termination Date, notwithstanding any other shorter period for exercisability as set forth in the equity incentive plan or the award agreements under which those options were issued.
Vested Stock Options. The Executive currently owns 124,109 options to purchase Sara Xxx xxxck. 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 Xxx xxxions, the Executive shall be granted 249,489 options to purchase Russxxx xxxck effective as of the Effective Date (computed by multiplying the 109,775 Sara Xxx xxxions by 56.666 (the Average of the High and Low price for Sara Xxx xxxmon stock for January 1, 1998 through January 31, 1998 (the "Sara Xxx Xxxuary Average")) divided by 24.933 (the Average of the High and Low price for Russxxx Xxxporation common stock for January 1, 1998 through January 31, 1998 (the "Russxxx Xxxuary Average") (the "Conversion Ratio")). Subject to the provisions of Article VI hereof, these Russxxx xxxck 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 Russxxx xxxmon stock on the Effective Date as reported in The Wall Street Journal.
Vested Stock Options. As of the date of this Agreement, you hold vested options to purchase 220,000 shares of Heritage common stock under Heritage’s Amended and Restated 2000 Equity Incentive Plan. All of these options are currently exercisable by you at an exercise price of $25.00 per share. The Equity Incentive Plan provides that these options will continue to be exercisable by you for ninety (90) days following the Effective Date of this Agreement; provided, however, that, as a result of the fact that you are in possession of material, non-public information about Heritage as of the date of this Agreement, you are not currently permitted under Heritage’s Xxxxxxx Xxxxxxx Policy to engage in transactions in Heritage common stock while you are in possession of such information. Therefore, these options will continue to be exercisable by you for ninety (90) days following the date on which Heritage notifies you in writing that you are no longer prohibited under Heritage’s Xxxxxxx Xxxxxxx Policy from engaging in transactions in Heritage common stock. Heritage is currently pursuing the implementation for all Heritage employees of a so-called “cashless” exercise method to permit you to exercise these options and the options referred to in (b) below by the payment of the exercise price either through the surrender of other stock or options or with the cash proceeds from the sale of the shares acquired upon exercise of the options. We anticipate that this plan will be implemented and will be available to optionholders shortly. As outlined above, once you are able to sell shares on the open market (i.e., once you are no longer in possession of material, non-public information about Heritage), you will be able to participate in this program. To the extent that you incur any federal or state taxes in connection with the exercise of these options and/or the sale of any shares in connection with the exercise, you will be required to pay or Heritage will withhold those taxes.
