Amendment of Stock Plans and Agreements Clause Samples

The "Amendment of Stock Plans and Agreements" clause defines the process and authority for making changes to existing stock option or equity incentive plans and related agreements. Typically, this clause specifies who has the power to amend the plans—such as the board of directors—and may outline any required approvals, such as shareholder consent or notice to affected participants. For example, it might allow the company to adjust vesting schedules or modify exercise terms, provided certain conditions are met. The core function of this clause is to provide flexibility for the company to adapt its equity compensation arrangements in response to changing business needs or legal requirements, while also clarifying the procedures and limits for making such amendments.
Amendment of Stock Plans and Agreements. Prior to the Effective Time, IES shall amend its Stock Plan (as hereinafter defined) and each underlying award agreement to provide that (i) each outstanding option to purchase shares of IES Common Stock (a "IES Stock Option"), along with any tandem stock appreciation right, shall constitute an option to acquire shares of WPL Common Stock, on the same terms and conditions as were applicable under such IES Stock Option, based on the same number of shares of WPL Common Stock as the holder of such IES Stock Option would have been entitled to receive pursuant to the Merger in accordance with Article II had such holder exercised such option in full immediately prior to the Effective Time; provided, however, that the number of shares, the option price, and the terms and conditions of exercise of such option, shall be determined in a manner that preserves both (A) the aggregate gain (or loss) on the IES Stock Option immediately prior to the Effective Time and (B) the ratio of the exercise price per share of the IES Stock to the fair market value (determined immediately prior to Effective Time) per share subject to such option; and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; and (ii) each other outstanding award under the IES Stock Plan (the "IES Stock Awards") shall constitute an award based upon the same number of shares of WPL Common Stock as the holder of such IES Stock Award would have been entitled to receive pursuant to the Merger in accordance with Article II had such holder been the absolute owner, immediately before the Effective Time, of the shares of IES Common Stock on which such IES Stock Award is based, and otherwise on the same terms and conditions as governed by such IES Stock Award immediately before the Effective Time. At the Effective Time, the Company shall assume each stock award agreement relating to the IES Stock Plan, as amended as previously provided. As soon as practicable after the Effective Time, the Company shall deliver to the holders of IES Stock Options and IES Stock Awards appropriate notices setting forth such holders' rights with respect to such options and awards after the Effective Time and each underlying st...
View SourceView Similar (5)

Related to Amendment of Stock Plans and Agreements

  • Supplements and Amendments; Whole Agreement This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings other than expressly contained herein and therein.

  • Amended and Restated Agreement and Declaration of Trust A copy of the Amended and Restated Agreement and Declaration of Trust for the Trust is on file with the Secretary of the Commonwealth of Massachusetts. The Amended and Restated Agreement and Declaration of Trust has been executed on behalf of the Trust by Trustees of the Trust in their capacity as Trustees of the Trust and not individually. The obligations of this Agreement shall be binding upon the assets and property of the Trust and shall not be binding upon any Trustee, officer, or shareholder of the Trust individually.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Amendment of Plan The Board of Directors may amend the Plan with respect to all Participating Companies or with respect to a particular Participating Company at any time, and from time to time, pursuant to written resolutions adopted by the Board of Directors (and all Employees and persons claiming any interest hereunder shall be bound thereby); provided, however, that no such amendment shall: (a) Alter the rights, duties or responsibilities of the Named Fiduciary or Trustees without their written consent; (b) Permit any portion of the Trust Fund to inure to the benefit of the Company or permit any portion of the Trust Fund to be held or used other than for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan; or (c) Have the effect of decreasing the “accrued benefit” of any Participant as proscribed in Section 411(d)(6) of the Code; (d) Have the effect of reducing any then vested percentage of benefits of any Participant as computed in accordance with the vesting schedule under Article VII of the Plan. If the vesting schedule under Article VII of the Plan shall be amended and such an amendment would, at any time, decrease the percentage of vested benefits which any Participant would have been entitled to receive had the vesting schedule not been so amended, then each Participant who is an Employee on the date such amendment is adopted, or the date such amendment is effective, whichever is later, and who has three (3) or more Periods of Service as of the end of the period within which such Participant may make the election provided for herein, shall be permitted, beginning on the date such amendment is adopted, to irrevocably elect to have the Participant’s vested interest computed without regard to such amendment. Written notice of such amendment and the availability of such election must be given to each such Participant, and each such Participant shall be granted a period of sixty (60) days after the later of: (1) The Participant’s receipt of such notice; or (2) The effective date of such amendment within which to make such election. Such election shall be exercised by the Participant by delivering or sending written notice thereof to the Named Fiduciary prior to the expiration of such sixty (60) day period.

  • Amendment of Bylaws These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.