Special Options Sample Clauses

Special Options. When, and if, Oakland offers to all its employees special programs such as pre-tax reimbursement accounts or long-term care insurance, faculty members shall be eligible to participate at their own expense.
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Special Options. If the aggregate Equity Securities held by Main Access will represent over fifty percent (50%), on a fully-diluted basis, of the Company’s voting power after Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, to avoid constituting a Deemed Liquidation Event, Main Access is entitled to any or all of the following options so that in the event Main Access fully exercises its rights of first refusal and/or the Over-allotment Rights in this Section 2.2, Main Access will hold a maximum of 50% of the Equity Securities after exercising the following options:
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Special Options. As of the date of this Agreement, the Company will grant to the Executive, as an incentive for his entering into this Agreement, an option to purchase 500,000 shares of the Company's common stock with an option price equal to $30.38 per share, the fair market value of the Company's common stock on the date of this Agreement (the "First Option"). The First Option shall vest (a) as to 250,000 shares on the earlier of (i) February 26, 2003 or (ii) the first day after the closing price of the Company's common stock (adjusted for any capital changes) has averaged $48 or higher over twenty consecutive trading days, and (b) as to the remaining 250,000 shares on February 26, 2003. On the date described in clause (a)(ii) of the preceding sentence, if earlier than February 26, 2003, the Company will grant to the Executive an option to purchase 250,000 shares with an option price equal to $48.00 per share (the "Second Option") The Second Option shall vest (c) as to 125,000 shares on the earlier of (i) February 26, 2003, or (ii) the first day after the closing price of the Company's common stock (adjusted for any capital changes) has averaged $64 or higher over twenty consecutive trading days, and (d) as to the remaining 125,000 shares on February 26, 2003. On the date described in clause (c)(ii) of the preceding sentence, if earlier than February 26, 2003, the Company will grant to the Executive an option to purchase 125,000 shares with an option price equal to $64.00 per share (the "Third Option"). The Third Option shall vest as to all its shares on February 26, 2003. Except as provided in Section 7, if the Executive's employment with the Company is terminated at any time prior to any vesting date, the unvested portions of First, Second and Third Options shall lapse without vesting. All share numbers and prices shall be adjusted for capital changes.
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Special Options. Effective as of the Commencement Date, and contingent upon the execution of this Agreement by the Executive, the Company shall grant the Executive options (the "SPECIAL OPTIONS") to purchase one million (1,000,000) shares of Common Stock. The Special Options shall, to the maximum extent possible, be granted under the Plan. The Special Options shall be governed by the terms and conditions of the Non-Qualified Stock Option Agreement of Nextera Enterprises, Inc. (Special Option), the form of which is attached hereto as Exhibit C (the "SPECIAL OPTION AGREEMENT"), and the Plan. The exercise price (the "EXERCISE PRICE") per share of Common Stock covered by the Special Options shall be equal to the Fair Market Value (as defined in the Plan) of a share of the Common Stock on the date of grant. The Special Options shall vest and become exercisable on the fifth anniversary of the Commencement Date; provided, however, that the Special Options shall vest and become exercisable in full for the balance of their original ten-year term on the third anniversary of the Commencement Date if (i) Executive is still employed by the Company on the third anniversary of the Commencement Date and (ii) either (x) the average of the closing prices or last sales prices of the Common Stock over the last 180 days of the third year following the Commencement Date is at least $10 per share (as appropriately adjusted for any stock splits, stock dividends, reclassifications, or similar events), or (y) the Company's net income after tax is equal to or greater than $12,000,000 (excluding one-time charges) during any period of twelve consecutive months during the three (3) year period commencing on the Commencement Date, subject to further acceleration of vesting and exercisability as described in the Special Option
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Special Options. The Special Options shall be fully vested at all times. The Special Options shall be exercisable solely during the 60 day period following the earlier of (x) the date, if any, that the Company delivers a Notice of Exercise to the Grantee and (y) the fifth anniversary of the Grant Date. The Company will deliver a Notice of Exercise to the Grantee (a) upon receipt by the Company of a valuation of the Common Stock of the Company provided by an independent valuation firm chosen by the Executive Committee which indicates that the fair market value per share of Common Stock is equal to or in excess of $100 per share and (b) concurrently with the offer
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Special Options. To the extent not exercised, all of the Special Options shall terminate and be canceled on the earliest of (x) the 61st day following the date, if any, a Notice of Exercise is delivered to the Grantee, (y) the applicable Normal Termination Date and (z) subject to the rights of the Company and the CD&R Fund to purchase the Special Options under Section 5(c) hereof, the date of any termination of the Grantee's employment with the Company and any Subsidiary that employs the Grantee.
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Special Options. Any amounts paid by RESIDENT for special options shall not be refunded, nor shall the amount paid for the special options be considered as part of the Accommodation Fee for purposes of calculating any refund.
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Related to Special Options

  • Additional Options The NYS Contract Price for Additional Options offered under the Contract in accordance with Section III.2.7 Additional Options, shall be the Additional Options NYS Discount listed on the Contract Pricelist, or higher, applied to the MSRP on the current OEM Data Book or Contractor-Published Pricelist, as applicable. See Section III.1.2

  • Call Options (a) If the Executive's employment with the Company or any of its subsidiaries terminates for any of the reasons set forth in clauses (i), (ii) or (iii) below prior to a Sale of the Company, or if the Executive engages in Competitive Activity (as defined in Section 9.1 of this Agreement), for any Units issued 181 days or more prior to the date of Executive's termination of employment or engagement in Competitive Activity, within 120 days after such date (or in the case of Units issued 180 days or less prior to such date or at any time after such date, no earlier than 181 days and no later than 271 days after the date of issuance of such Units), Dairy Holdings shall have the right and option to purchase, and the Executive and the Executive's Permitted Transferees (hereinafter referred to as the "Executive Group") shall be required to sell to Dairy Holdings, any or all of such Units then held by such member of the Executive Group (it being understood that if Units of any class subject to repurchase hereunder may be repurchased at different prices, Dairy Holdings may elect to repurchase only the portion of the Units of such class subject to repurchase hereunder at the lower price), at a price per unit equal to the applicable purchase price determined pursuant to Section 7.2(c):

  • Restricted Stock and Stock Options Employer shall cause the Compensation Committee of the Board of Directors of Employer to review whether Employee should be granted shares of restricted stock and/or options to purchase shares of common stock of CBSI. Such review may be conducted pursuant to the terms of the Community Bank System, Inc. 2014 Long-Term Incentive Plan, a successor plan, or independently, as the Compensation Committee shall determine. Reviews shall be conducted no less frequently than annually.

  • Unvested Options Each unvested outstanding Company Option held by a Continuing Employee (each an “Unvested Company Option”) shall be assumed by Parent (the “Assumed Options”) and will continue to have, and be subject to, the same terms and conditions set forth in the applicable Unvested Company Option documents (including any applicable Company Option Plan and stock option agreement or other document evidencing such Unvested Company Option, including but not limited to any employment or other agreement providing for accelerated vesting or other terms governing such Assumed Options) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each such Unvested Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Stock equal to the product of the number of shares of Company Common Stock that were subject to such Unvested Company Option immediately prior to the Effective Time multiplied by the Conversion Rate (rounded down to the next whole number of shares of Parent Stock, with no cash being payable for any fractional share eliminated by such rounding), and (ii) the per share exercise price for the shares of Parent Stock issuable upon exercise of such assumed Unvested Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Unvested Company Option was exercisable immediately prior to the Effective Time by the Conversion Rate, rounded up to the nearest whole cent. The assumption and conversion of Unvested Company Options by Parent are intended to satisfy the requirements of Treasury Regulations Section 1.424-1 (to the extent such options were incentive stock options) and of Treasury Regulations Section 1.409A-1(b)(5)(v)(D). Following the Effective Time, the Board of Directors of Parent or a committee thereof shall succeed to the authority and responsibility of the Board of Directors of Company or any committee thereof with respect to each Assumed Option and references to Company shall become references to Parent under the applicable Company Option Plan and stock option agreement or other document evidencing such Assumed Option. Each unvested outstanding Company Option that is not an Unvested Company Option shall be treated as a Cancelled Option and shall be cancelled and extinguished, with no consideration payable in connection with such cancellation and no further rights to the holder thereof, at the Effective Time.

  • Second Option If Tenant exercises the First Option, Landlord grants Tenant an additional option (the "Second Option") to extend the term of the Lease for one (1) additional term of five (5) years (the "Second Option Term"). The Second Option applies only to the Premises and is on the following conditions:

  • Stock and Stock Options Subject to vesting, as set forth on Exhibit B, the Company will issue to Director stock and options as set forth and described on Exhibit B. Company shall issue said stock and options within sixty (60) days from the execution of this Agreement by both parties.

  • Interest Options From the date each Loan is made, based upon the election of Borrower, at such time and from time to time thereafter (as provided in Subsection 1.3 and subject to the conditions set forth in such Subsection and Subsection 1.2(G)), each such Loan shall accrue interest as follows:

  • Outstanding Options The option granted to Optionee under this Option Agreement shall in no event be exercised while there is outstanding any option previously granted to Optionee to purchase common shares of the Company at a price higher than the option price under the option herein granted to Optionee.

  • Vested Options On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the number of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Escrow Amount in respect of such Vested Option (the “Closing Options Payout Amount”). Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each holder of a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be set forth opposite such holder’s name on the Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the same schedule and on the same terms and conditions as apply to the Stockholders generally.

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