Common use of Treatment of Options Clause in Contracts

Treatment of Options. At the Effective Time, each holder of a then outstanding option to purchase Shares under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such plans.

Treatment of Options. At Simultaneously with the execution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each outstanding stock option (each “Option”) heretofore granted by the Company, whether under the Company’s 1996 Stock Incentive Plan (the “Company Stock Option Plan”) or otherwise, shall at the Effective TimeTime be cancelled, and each holder of a then outstanding option to purchase Shares under the Company's 1992 Stock Plan, 1996 Stock Plan Options which are vested and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), exercisable immediately prior to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, Effective Time shall be entitled to receive a payment in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount cash as provided in Section 6.8 hereof (subject to any applicable withholding taxtaxes, the “Cash Payment”). As provided herein, all Options (whether or not vested or exercisable) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as Plan (and any feature of the Effective Time and the provisions in any Benefit Plan or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof subsidiary) shall be canceled terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, and (ii) following other options, warrants, rights or agreements which would entitle any person, other than the Effective Timecurrent shareholders of Purchaser or its affiliates, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities any capital stock of the Company, the Surviving Corporation or any subsidiary or affiliate of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to terminate all cause the Options to be cancelled or cause the holders of the Options to agree to such planscancellation thereof as provided herein.

Treatment of Options. At the Effective Time, each holder of a then outstanding option to purchase Shares shares of Company Common Stock (a “Company Option”) under the Company's 1992 ’s 2015 Equity Incentive Plan (the “2015 Company Stock Plan”) and the Company’s 2006 Equity Incentive Plan (the “2006 Company Stock Plan” and, together with the 2015 Company Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "“Company Stock Option Plans"), to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share”) an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior outstanding immediately prior to the Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of Company Common Stock and shall take all such lawful action as may be necessary converted into an option to give effect purchase a number of shares of Parent Common Stock equal to the transactions contemplated by this Section 3.04 product (except for rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such action that may require the approval of the Company's stockholders). Except as otherwise agreed Company Option immediately prior to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time and (y) the provisions Company Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such Company Option immediately prior to the Effective Time divided by (B) the Company Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in any other plana manner consistent with the requirements of Section 409A of the Code; provided, program or arrangement providing for further, that in the issuance or grant case of any other interest in respect Company Option to which Section 422 of the capital stock Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Company or any subsidiary thereof shall be canceled Code. Except as of the Effective Timespecifically provided above, and (ii) following the Effective Time, no participant in any each Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder continue to acquire equity securities of be governed by the Company, same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to the Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such plansEffective Time.

Treatment of Options. At the Effective Time, each holder of a then outstanding option to purchase Shares under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all such lawful action as may be other actions necessary and appropriate to give effect provide that, immediately prior to the transactions contemplated by this Section 3.04 Effective Time, each unexpired and unexercised option to purchase Shares (except for such action that may require the approval “Company Options”), under any stock option plan of the Company's stockholders). Except , including the Amended 2000 Performance Plan (as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (iamended) all Company Stock Option Plans shall terminate as of the Effective Time and the provisions in or any other plan, program agreement or arrangement providing for (the issuance “Company Stock Option Plans”), whether or grant not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any other interest such cancelled Company Option shall be entitled to receive, in respect consideration of the capital stock cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e)) of an amount, if any, equal to the product of (i) the total number of Shares previously subject to such Company Option and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company or Option (such amounts payable hereunder being referred to as the “Option Payments”). For the avoidance of doubt, in no event shall any subsidiary thereof shall former holder of any such cancelled Company Option be canceled as of entitled to receive any such cash payment if the exercise price per Share previously subject to such Company Option is greater than the Merger Consideration. From and after the Effective Time, and (ii) following any such cancelled Company Option shall no longer be exercisable by the Effective Timeformer holder thereof, no participant in any Company Stock Option Plan or other plans, programs or arrangements but shall have any right thereunder only entitle such holder to acquire equity securities the payment of the CompanyOption Payment, and the Surviving Corporation or any subsidiary or affiliate thereof and Company will use its reasonable best efforts to terminate obtain all such plansnecessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

Treatment of Options. At the Effective Time, RTK shall assume CRI's rights and obligations under each holder of a then the outstanding option stock options previously granted by CRI to purchase Shares under the Company's 1992 Stock Plancertain of its employees, 1996 Stock Plan directors and the Amended and Restated 1996 Non-Employee Director Stock Option Plan (collectively, the "Company Stock Option Plans"), consultants that are outstanding immediately prior to the extent Effective Time (each such stock option existing immediately prior to the Effective Time is then exercisable (individually, referred to herein as an "Existing Option" and collectivelyeach such assumed stock option existing immediately after the Effective Time is referred to herein as an "Assumed Option"). Under each Assumed Option, the "Options"), shalloptionee shall have the right to receive from RTK, in settlement thereof, receive for each Share accordance with the terms and subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount (subject to any applicable withholding tax) in cash equal to conditions of the difference between Existing Option, the Merger Consideration and that such optionee would have been entitled to receive had the per share exercise price of such optionee exercised his or her Existing Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior immediately prior to the Effective Time, but only in accordance with the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval terms and conditions of the Company's stockholdersExisting Option (including payment of the aggregate exercise price thereof). Except as otherwise agreed to by the partiesprovided in this Section 1.9, the Company Assumed Option shall use its reasonable efforts to ensure not give the optionee any additional benefits that (i) all Company Stock Option Plans the holder thereof did not have under the Existing Option; provided, however, that the terms of such Existing Options shall terminate govern the vesting thereof, including, if applicable, any vesting of Existing Options as a result of the Effective Time Merger. Each Assumed Option shall constitute a continuation of the Existing Option, substituting RTK for CRI and, in the case of employees, employment by RTK or a subsidiary of RTK for employment by an CRI or a subsidiary of CRI. Notwithstanding the foregoing, the terms of any Assumed Option shall be such that the substitution of the Assumed Option for the Existing Option would not constitute a modification of the Existing Option within the meaning of Section 424(h)(3) of the Code and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such plansRegulations promulgated thereunder.

Treatment of Options. At Simultaneously with the Effective Timeexecution of -------------------- this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each holder of a then outstanding stock option to purchase Shares (each "Option") heretofore granted under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 1997 Non-Employee Director Directors' Equity Incentive Plan (the "Directors' Plan") and the Company's 1994 Stock Option Plan (the "Management Plan") (collectively, the "Company Stock Option Plans"), to the extent such option is whether or not then exercisable (individually, an "Option" and collectively, the "Options")vested or exercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be entitled to receive a payment in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount cash as provided in Section 6.8 hereof (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as taxes, the "Option ConsiderationCash Payment"). Upon receipt of the Option ConsiderationAs provided herein, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as (and any feature of the Effective Time and the provisions in any Benefit Plan or other plan, program or arrangement arrangement) providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, and (ii) following other options, warrants, rights or agreements which would entitle any person, other than the Effective Timecurrent shareholders of Purchaser or its affiliates, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities any capital stock of the Company, the Surviving Corporation or any subsidiary or affiliate of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options outstanding immediately prior to the Effective Time) and to terminate all cause such plansOptions to be cancelled or cause the holders of the Options to agree to such cancellation thereof as provided herein.

Treatment of Options. At Immediately prior to the Effective Time, all Company Options then outstanding shall become fully vested and exercisable. Except with respect to the Company Options held by certain employees of the Company who have reached a separate written agreement with the Buyer and who have been identified by Buyer prior to the Closing Date, at the Effective Time, each share of Company Common Stock issuable pursuant to each Company Option not theretofore exercised shall be converted into the right to receive an amount in cash (without interest) equal to the per share Merger Consideration, and, subject to the receipt of necessary consents, if any, each such Company Option shall be cancelled and, in exchange therefor, each holder of a then outstanding option any such cancelled Company Option shall be entitled to purchase Shares under receive, as promptly as practicable thereafter, an amount of cash (without interest) (the Company's 1992 Stock Plan“Option Cash Payment”, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock sum of all such payments the “Total Option Plan (collectively, the "Company Stock Option Plans"), Cash Payments”) equal to the extent such option is then exercisable product of (individually, an "Option" and collectively, x) the "Options"), shall, in settlement thereof, receive for each Share total number of shares of Company Common Stock subject to such Company Option multiplied by (but only to y) the extent such Option is then exercisable for each such Share) an excess of the amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and of the per share Merger Consideration over the exercise price per share of Company Common Stock under such Company Option (with the aggregate amount of such Option payment rounded to the extent nearest cent) less applicable Taxes, if any, required to be withheld with respect to such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration")payment. Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to After the Effective Time, any such cancelled Company Option shall no longer be exercisable by the Company former holder thereof, but shall take all only entitle such lawful action as may be necessary to give effect holder to the transactions contemplated by this Section 3.04 (except for such action that may require payment described in the approval preceding sentence. The Board of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled as of the Effective Time, and (ii) following the Effective Time, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities Directors of the Company, or, where appropriate, the Surviving Corporation applicable administrative committee under each Company Stock Plan, shall take all reasonable actions necessary and appropriate to make such adjustments and amendments to or any subsidiary or affiliate thereof and make such determinations with respect to terminate all such plansthe Company Options to implement the foregoing provisions of this Section 3.3(a).

Treatment of Options. At Simultaneously with the Effective Timeexecution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each holder of a then outstanding stock option to purchase Shares (each "Option") heretofore granted by the Company, whether under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Incentive Plan (collectively, the "Company Stock Option PlansPlan")) or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, Effective Time shall be entitled to receive a payment in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount cash as provided in Section 6.8 hereof (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as taxes, the "Option ConsiderationCash Payment"). Upon receipt of As provided herein, all Options (whether or not vested or exercisable) and the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as Plan (and any feature of the Effective Time and the provisions in any Benefit Plan or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof subsidiary) shall be canceled terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, and (ii) following other options, warrants, rights or agreements which would entitle any person, other than the Effective Timecurrent shareholders of Purchaser or its affiliates, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities any capital stock of the Company, the Surviving Corporation or any subsidiary or affiliate of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to terminate all cause the Options to be cancelled or cause the holders of the Options to agree to such planscancellation thereof as provided herein.

Treatment of Options. At Simultaneously with the Effective Timeexecution of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof) has adopted appropriate resolutions, and the Company hereby agrees to take all other actions necessary after the date hereof, if any, to provide that each holder of a then outstanding stock option to purchase Shares (each "Option") heretofore granted by the Company, whether under the Company's 1992 Stock Plan, 1996 Stock Plan and the Amended and Restated 1996 Non-Employee Director Stock Option Incentive Plan (collectively, the "Company Stock Option PlansPlan")) or otherwise, shall at the Effective Time be cancelled, and each holder of outstanding Options which are vested and exercisable immediately prior to the extent such option is then exercisable (individually, an "Option" and collectively, the "Options"), shall, Effective Time shall be entitled to receive a payment in settlement thereof, receive for each Share subject to such Option (but only to the extent such Option is then exercisable for each such Share) an amount cash as provided in Section 6.8 hereof (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as taxes, the "Option ConsiderationCash Payment"). Upon receipt of the Option ConsiderationAs provided herein, the Option Consideration shall be deemed a release of any and all rights the holder had Options (whether or may have had in respect of such Option. Prior to the Effective Timenot vested or exercisable), the Company shall take all such lawful action as may be necessary to give effect to the transactions contemplated by this Section 3.04 (except for such action that may require the approval of the Company's stockholders). Except as otherwise agreed to by the parties, the Company shall use its reasonable efforts to ensure that (i) all Company Stock Option Plans shall terminate as Plan (and any feature of the Effective Time and the provisions in any Benefit Plan or other plan, program or arrangement arrangement) providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any subsidiary thereof shall be canceled terminate as of the Effective Time. The Company will take all steps necessary to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, and (ii) following other options, warrants, rights or agreements which would entitle any person, other than the Effective Timecurrent shareholders of Purchaser or its affiliates, no participant in any Company Stock Option Plan or other plans, programs or arrangements shall have any right thereunder to acquire equity securities any capital stock of the Company, the Surviving Corporation or any subsidiary or affiliate of its subsidiaries or, to receive any payment in respect thereof (except for Cash Payments to be made as provided in Section 6.8 hereof to holders of Options that are vested and exercisable immediately prior to the Effective Time) and to terminate all cause the Options to be cancelled or cause the holders of the Options to agree to such planscancellation thereof as provided herein.