Acquisition Events. Upon the occurrence of an Acquisition Event (as defined below), or the execution by the Company of any agreement with respect to an Acquisition Event, the authorized administrator of the Plan shall take any one or more of the following actions with respect to the Option, upon written notice to Executive: (i) provide that the Option shall be assumed, or equivalent equity compensation shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (ii) provide that any portion of the Shares underlying the Option that are not vested will become vested in full as of a specified time (the “Acceleration Time”) prior to the Acquisition Event and will terminate immediately prior to the consummation of such Acquisition Event, except to the extent exercised by Executive between the Acceleration Time and the consummation of such Acquisition Event; or (iii) provide that the Option shall terminate upon consummation of such Acquisition Event and Executive shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the fair market value of the proceeds payable to a share of Common Stock in connection with the Acquisition Event multiplied by the number of shares of Common Stock subject to the Option (whether or not then convertible or exercisable), exceeds (y) the aggregate exercise price of the Option.
Appears in 2 contracts
Sources: Option Agreement (Beacon Power Corp), Option Agreement (Beacon Power Corp)