Underwater Options definition

Underwater Options. As defined in Article 5 of this Stock Options Acceleration Agreement. A0713COBE2 (only if the Beneficiary is not subject to a tax restriction period pursuant to this plan) A0713CORO2 A0713CONH2 A0713COFR2 A0713NHNH2 A0713COIS2 Plan dated July 12, 2013 July 12, 2017 A1212NHNH2 Plan dated December 17, 2012 December 17, 2016 A0812NHRO2 A0812NHNH2 Plan dated August 13, 2012 August 13, 2016 A0312CORO2 A0312COBE2 A0312CONH2 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ A0312COIS2 Plan dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ 14, 2016 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ A1211NHIS2 Plan dated December 1, 2011 December 1, 2015 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ A0911NHRO2 A0911NHIS2 A0911NHNH2 Plan dated September 1, 2011 September 1, 2015 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ A0611NHRO2 A0611NHIS2 Plan dated June 1, 2011 June 1, 2015 A0311CORO2 A0311COBE2 A0311COFR2 A0311CONH2 A0311CPFR2 A0311COIS2 Plan dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ 16, 2015 A0311NHFR2 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇ 1, 2015 A1210NHNHA Plan dated December 9, 2010 December 9, 2014 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated October 1, 2010 October 1, 2014 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated July 1, 2010 July 1, 2014 A0310COROW A0310CONHA A0310COBEL A0310COFRA A0310COISR A0310CPFRA A0310NHNHA Plan dated March 17, 2010 March 17, 2014 A1209NHNHA Plan dated December 1, 2009 December 1, 2013 A1009NHFRA A1009NHNHA Plan dated October 1, 2009 October 1, 2013 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated July 1, 2009 July 1, 2013 A0309EXROW ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ 18, 2013 A0309COROW A0309CONHA A0309COBEL A0309COFRA A0309NHNHA A0309COISR A0309CPFRA Plan dated ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ 18, 2013 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated December 31, 2008 December 31, 2012 A0708NHROW ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Plan dated July 1, 2008 July 1, 2012 A0308COROW A0308COBEL A0308COFRA A0308CONHA A0308COISR Plan dated March 25, 2008 March 25, 2012 • Nokia Corporation, a corporation incorporated under the laws of Finland, with a share capital of EUR 245,896,461.96, which registered office is located ▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, Finland, registered with the Trade Register of the Finnish Patents and Registration Office under number 0112038-9, duly represented for the purposes hereof (“Nokia”) • Alcatel-Lucent, a société anonyme incorporated under the laws of France, with a share capital of EUR 141,210,168.20, which registered office is located ▇▇▇/▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ – ▇▇▇▇▇ – Boulogne-Billancourt, France, registered with the Nanterre company registry under number 5...

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Underwater Options means stock options whose exercise price exceeds the fair market value of the optioned stock.

Underwater Options is defined in Section 2.08(b).

Examples of Underwater Options in a sentence

You agree and consent to the acceleration of your Underwater Options and the treatment of any incentive stock options exceeding the annual $100,000 threshold as non-qualified stock options.
The Company shall have obtained (i) from each UK Optionholder a consent in writing in form reasonably acceptable to Parent and the Major Stockholders to the matters contemplated by Section 2.6(b) and (ii) from each holder of Underwater Options the consent referred to in Section 6.6(b) in form reasonably acceptable to Parent and the Major Stockholders.
You hereby acknowledge and agree that all of your Covered Options will be cancelled as of the Effective Time pursuant to your election hereunder, including, without limitation, those Covered Options under which the exercise price exceeds the Merger Consideration (the "UNDERWATER OPTIONS") and that you will not be entitled to any payment or other consideration in respect of such Underwater Options.
No holder of any Underwater Options shall be entitled to any Option Payment with respect thereto.
Special details will be authorized on a first come, first serve basis.
The Beneficiary hereby irrevocably accepts to be bound by the terms and conditions of the Underwater Stock Options Liquidity Agreement appended hereto (Appendix 3) with respect to the Underwater Options.
The holders of at least 95% of the Company Options (other than Underwater Options) shall have executed and delivered to Parent an option surrender agreement, in substantially the form of Exhibit F (an “Option Surrender Agreement”).
At the Closing, any Underwater Options, any Company Option that is not a Vested Option or an Unvested Option shall be cancelled, terminated and extinguished at the Closing and no consideration shall be paid or payable with respect thereto.
If the applicable exercise price of any Option is higher than the closing trading price of Company’s common stock as reported on the NASDAQ Stock Market on the Termination Date (“Underwater Options”) the Company will amend each such Underwater Option to permit ▇▇▇▇▇▇▇▇▇ to exercise any vested shares subject to such Underwater Options at any time on or before the earlier of (i) six (6) months from the date of the Termination Date, or (ii) the expiration date of such Underwater Options.
You agree to refrain from selling, transferring, pledging, or otherwise disposing of any shares acquired upon the exercise of your accelerated Underwater Options until the date on which the exercise would have been permitted under such options' pre-acceleration vesting terms set forth in the option agreement(s) between you and the Company relating to your Underwater Options or, if earlier, your last day of employment with the Company.

More Definitions of Underwater Options

Underwater Options means the outstanding Options granted by the Company to current and former employees, consultants, officers and directors of the Company to purchase up to an aggregate of 4,102,504 shares of Common Stock with exercise prices between $0.21 to $0.56, with a weighted-average price of $0.37, and expiring at various dates from September 27, 2011 to September 8, 2018.

Underwater Options means any unexercised Options which have vested in accordance with their terms (including as a result of the Merger) for which the exercise price would exceed the Per Option Amount payable in respect of such Option in accordance Section 1.8(c) if such Option were a Vested Option.

Underwater Options has the meaning set forth in Section 3.2(c).