Employee Stock Options. (a) At the Effective Time, each Eligible Stock Option that is then outstanding under the Company Option Plan, whether vested or unvested, shall be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement) of the Company Option Plan and the stock option agreement by which such Eligible Stock Option is evidenced. All rights with respect to Company Common Stock under outstanding Eligible Stock Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, (a) each Eligible Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (b) the number of shares of Parent Common Stock subject to each such assumed Eligible Stock Option shall be equal to the number of shares of Company Common Stock that were subject to such Eligible Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (c) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Eligible Stock Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Eligible Stock Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent, and (d) all restrictions on the exercise of each such assumed Eligible Stock Option shall continue in full force and effect, and the term, exercisability, vesting schedule and other provisions of such Eligible Stock Option shall otherwise remain unchanged; provided, however, that each such assumed Eligible Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (under the Company Option Plan and otherwise) to effectuate the provisions of this Section 1.6.
Employee Stock Options. Immediately after the Effective Time, each outstanding option to purchase Shares (in each case, an "OPTION") granted under the Target's (a) Incentive Stock Option Plan 1Q (Non-Qualified), (b) Incentive Stock Option Plan 2Q, (c) Incentive Stock Option Plan 3Q, (d) Incentive Stock Option Plan 4Q, (e) Independent Directors Stock Option Plan (5NQ), (f) Stock Option Plan 6NQ and (g) Exigent International, Inc. Omnibus Stock Option and Incentive Plan (such plans (a) - (g) being hereinafter collectively referred to as the `Target Option Plans"), that is then exercisable and vested, shall, subject to the Target's receipt of any required consent of the holders of such Options, be cancelled by the Target, and each holder of a cancelled Option shall be entitled to receive from Acquiror Sub at the same time as payment for Shares is made by Acquiror Sub in connection with the Merger, in consideration for the cancellation of such Option, an amount in cash equal to the product of (i) the number of Shares previously subject to such Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per Share previously subject to such Option. Each Option that is not canceled as described above shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Target Option Plan and agreement pursuant to which such Option was issued as in effect immediately prior to the Effective Time, except that (i) each of the Shares for which such Option is exercisable shall at the Effective Time be converted into the right to receive an amount in cash equal to the Per Share Amount, and (ii) such Option shall therefore be exercisable for an amount in cash equal to the product of (x) the excess, if any, of the Per Share Amount over the per-share exercise price for such Option, multiplied by (y) the number of shares of Target Common Stock previously subject to such Option.
Employee Stock Options. 7 1.7 Closing of the Company's Transfer Books....................... 8 1.8
Employee Stock Options. 11 ARTICLE IV
Employee Stock Options. At or immediately prior to the Effective Time, the Company will cause all options then outstanding under the Company's 1986 and 1994 stock option plans (the "Company Option Plans"), whether or not vested, to be cashed out and terminated. The amount payable by the Company in respect of the termination of an outstanding Company stock option will be equal to the difference between the exercise price of the option and the average daily closing price of the Company Common Stock for the ten trading days immediately prior to the Closing Date. The Company may prohibit the exercise of vested options after a specified cutoff date prior to the Effective Time in order to facilitate the orderly liquidation and termination of the remaining vested and nonvested outstanding options. Unless the Board determines otherwise, the Company will suspend payroll deductions and Company stock option grants under the Employee Stock Purchase Plan as of or prior to October 1, 1998. All such Employee Stock Purchase Plan grants will have been exercised or terminated before the Effective Time. 6.13.
Employee Stock Options. Lithia agrees to grant stock options pursuant to its 1996 Incentive Stock Plan to management employees remaining with the Company after Closing. The number of shares available for grant to all employees in the Xxxxxxxx Group shall be equal to six percent of the total number of shares of Class A Common Stock issued to all the shareholders of the companies in the Xxxxxxxx Group at the Closing and the simultaneous closings of the Other Reorganization Agreements including such additional shares that may be issued as Contingent Merger Consideration, plus six percent of the shares of Class A Common Stock issuable upon conversion of the shares of Series M Preferred Stock issued at the Closing and such simultaneous closings including such additional shares that may be issued as Contingent Merger Consideration, determined as though such Series M Preferred Stock were converted to Class A Common Stock at the date of issuance. The options will be granted during 1999 and 2000 to such persons and in such amounts consistent with Lithia's practices and as proposed by W. Xxxxxxx Xxxxxxxx.
Employee Stock Options. (a) At the Effective Time, all rights with respect to Seller Common Stock pursuant to Seller Stock Options that are outstanding at the Effective Time, whether or not then exercisable, shall be converted into and become rights with respect to Mercantile Common Stock, and Mercantile shall assume all Seller Stock Options in accordance with the terms of the Seller Stock Plan under which it was issued and the Seller Stock Option Agreement by which it is evidenced. From and after the Effective Time, (i) each Seller Stock Option assumed by Mercantile shall be exercised solely for shares of Mercantile Common Stock, (ii) the number of shares of Mercantile Common Stock subject to each Seller Stock Option shall be equal to the number of shares of Seller Common Stock subject to such Seller Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and (iii) the per share exercise price under each Seller Stock Option shall be adjusted by dividing the per share exercise price under such Seller Stock Option by the Exchange Ratio and rounding down to the nearest cent; provided, however, that the terms of each Seller Stock Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in the Code, as to any Seller Stock Option that is an "incentive stock option" as defined under the Code.
Employee Stock Options. (a) Claire’s, Inc. has adopted a stock option plan, in the form attached hereto as Exhibit A and incorporated herein by reference (the “Plan”), for the grant of stock options to employees or directors of the Company or of any subsidiary of the Company to purchase shares of Common Stock of Claire’s, Inc. (the “Common Stock”).
Employee Stock Options. Upon the Commencement Date of this Agreement and on the anniversary of each year of this agreement thereafter, Executive shall be granted 100,000, options to purchase common stock of the Company at the market price on the date of such grant. Such options shall be under the Company’s 2007 Stock Incentive Plan, as amended and may consist of a combination of Incentive and non-qualified options as are to be determined. Such options will be subject to the provisions of the Company’s 2007 Stock Incentive Plan.
Employee Stock Options. During the term of this Agreement, the Executive shall be eligible to receive annually options to purchase a minimum amount of fifty (50,000) thousand shares of the Corporation’s Common Stock in accordance with the terms and provisions of the Corporation’s Amended and Restated Stock Option Plan (the “Plan”). Such options shall vest in accordance with the terms of the Plan, a copy of which has been provided to the Executive.
