Examples of Assumed Award in a sentence
Shares issued under the Plan (including an Assumed Award) and later forfeited to the Company due to the failure to vest or repurchased by the Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or repurchase by the Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.
If an Award (including an Assumed Award) should expire, terminate, be forfeited or cancelled or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to Section 14, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards.
In the event that an Outstanding Stock Award is not assumed, substituted or otherwise continued in connection with a Change in Control and as a result does not become an Assumed Award, the vesting and exercisability of such Outstanding Stock Award will become 100% vested and exercisable (if applicable) immediately prior to the effective time of the Change in Control.
Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award (including an Assumed Award) and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award (including an Assumed Award) being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan.
An Assumed Award is a restricted stock grant, restricted stock unit or other equity-based arrangement that was granted by Old Fluor to its non-employee directors for their service as such and assumed by the Company in connection with the Distribution, as adjusted or amended pursuant to the terms thereof.
If an Assumed Award is an incentive stock option (as defined in Section 422 of the Code) with an exercise price below the fair market value of a share of the Company’s Common Stock as of the date a Participant signs his or her Participation Notice, such incentive stock option will automatically convert to a nonstatutory stock option for tax purposes as of the date of such Participation Notice.
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The Assumed Awards shall vest and become exercisable pursuant to the vesting schedule set forth in the applicable Assumed Award agreement, and in no event shall the vesting or exercisability of the Assumed Awards be accelerated.
To the extent there is a conflict between any provision of the applicable CCE Plan or the Participant’s award agreement thereunder and the terms of this Plan, this Plan shall govern, except as would (i) be inconsistent with the terms of such Assumed Award and materially detrimental to the holder thereof, as determined by the Committee, (ii) be prohibited under applicable law, or (iii) require approval of New CCE’s shareowners.
Each Assumed Award that is a stock option will remain exercisable by a Participant until the earlier of (i) six (6) months after the Participant’s Change in Control Termination date; and (ii) the expiration date of the stock option as stated in the applicable stock option agreement.