Employee Stock Options Sample Clauses

Employee Stock Options. Except as provided in this Agreement or pursuant to the provisions of any Plan or employee or director stock option agreement as in effect on the date hereof, from the date hereof Company will not accelerate the vesting or exercisability of or otherwise modify the terms and conditions applicable to the Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase Parent Shares in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the stock option plans of Company governing the Employee Stock Options (the "Company Stock Option Plans")): (1) The number of Parent Shares to be subject to the new option shall be equal to the product of the number of Shares subject to the original option and the Exchange Ratio, PROVIDED that any fractional Parent Shares resulting from such multiplication shall be rounded down to the nearest share and, except with respect to any options which are intended to qualify as "incentive stock options" (as defined in section 422 of the Code ("ISOs")), Parent shall pay an amount in cash to the holder of such Employee Stock Option equal to the fair market value immediately prior to the Effective Time of such fractional Parent Shares calculated based on the average closing price on the New York Stock Exchange for the last five trading days immediately preceding the day prior to the Effective Time; and (2) The exercise price per Parent Share under the new option shall be equal to the aggregate exercise price of the original option divided by the total number of full Parent Shares subject to the new option (as determined under (1) immediately above), PROVIDED that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any ISOs shall be and is intended to be effected in a manner that is consistent with section 424(a) of the Code. The duration and other terms of the new option shall be the same as that of the original option, except that all references to Company shall be deemed to be references to Parent. Parent shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to the Registration Statement as promptly as practicable after the Effective Time for purposes of registering all Parent Shares issuable after the Effective Time upon exercise of...

Employee Stock Options. At the Effective Time, each of the Employee Stock Options which is outstanding and unexercised at the Effective Time shall be converted automatically into an option to purchase shares of Acquiror Common Stock (the "New Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the terms of the Company Stock Option Plans governing the Employee Stock Options): (i) The number of shares of Acquiror Common Stock to be issued upon exercise of the New Option shall be equal to the product of the number of shares of Company Common Stock to be issued upon exercise of the original option and the Per Share Merger Consideration; and (ii) The exercise price per share of Acquiror Common Stock under the New Option shall be equal to the aggregate exercise price of the original option divided by the total number of full shares of Acquiror Common Stock to be issued upon exercise of the New Option (as determined under paragraph (i) immediately above); provided, however, that such exercise price shall be rounded up to the nearest cent. The duration and other terms of the New Option shall be the same as that of the original option, except that all references to the Company shall be deemed to be references to Acquiror. Acquiror shall file with the SEC a registration statement on Form S-8 (or other appropriate form) or a post-effective amendment to a previously filed registration statement as promptly as practicable after the Effective Time for purposes of registering all shares of Acquiror Common Stock issuable after the Effective Time upon exercise of the Employee Stock Options, and shall have such registration statement or post-effective amendment become effective and comply, to the extent applicable, with state securities or blue sky Laws with respect thereto at the Effective Time.

Employee Stock Options. 8 SECTION 3.03

Employee Stock Options. 11.1. Upon the coming into effect of the Scheme, the Transferee Company shall formulate an employee stock option scheme by adopting the same terms and conditions as were applicable to the employee stock options (“ESOPs”) granted by the Transferor Company under its Employee Stock Option Scheme 2009 (the “Transferor Company Option Scheme”). The Transferee Company’s Employee Stock Option Scheme is hereinafter referred to as “Transferee Company Option Scheme”. 11.2. Such of the employees of the Transferor Company who hold ESOPs under the Transferor Company Option Scheme (i) which have been granted but have not vested; and (ii) which have vested but have not been exercised, on or before the Effective Date, shall upon the coming into effect of the Scheme, be issued 1 (One) ESOP under the Transferee Company Option Scheme for every 1 (One) ESOP of the Transferor Company Option Scheme. 11.3. The exercise price of the ESOPs to be issued under the Transferee Company Option Scheme to the ESOP holders of Transferor Company Option Scheme shall remain unchanged. 11.4. The provisions of the Companies Act, 2013 and the Companies (Share Capital and Debenture) Rules, 2014, as amended to-date, shall apply, to the extent applicable, to the Transferee Company Option Scheme. 11.5. The Transferee Company shall, subject to applicable laws, take into account the period during which the ESOPs under the Transferor Company Option Scheme were held by the Transferor Company’s employees for determination of the minimum vesting period required for ESOPs granted under the Transferee Company Option Scheme. 11.6. The Transferee Company shall, subject to applicable laws, take into account the period elapsed, after vesting of ESOPs under the Transferor Company Option Scheme, for determination of the maximum exercise period provided for exercise of ESOPs issued under the Transferee Company Option Scheme. 11.7. The approval granted to the Scheme by the shareholders, the High Court and/or any other regulatory authority shall be deemed to be approval granted to any modifications made to the Transferor Company Option Scheme by the Transferor Company and approval granted to the Transferee Company Option Scheme to be adopted by the Transferee Company, respectively.

Employee Stock Options. (a) Each unvested, outstanding ----------------------- option to purchase Shares (including any time options or performance options) ("Employee Options") issued pursuant to the Amended and Restated 1995 Stock ------------------ Purchase and Option Plan for Employees of Reltec Holdings, Inc. (the "1995 Plan") and Subsidiaries and The 1998 Equity --------- Participation Plan of Reltec Corporation (collectively, the "Company Stock ------------- Plans") may be accelerated in connection with any change of control (as defined ----- in the applicable Company Stock Plans) that results from the Offer or the Merger, except for the following: (i) Employee Options issued under the 1995 Plan to former employees of Rainford Group, plc that vest based upon performance will not be accelerated but shall be converted as of the Effective Time into options that vest in equal installments over the performance measurement period remaining after the Effective Time; (ii) Employee Options issued to former employees of Positron Fiber Systems Corporation that by their current terms terminate upon a change of control will terminate; (iii) Employee Options issued since the Company's initial public offering in March 1998 will not be accelerated (other than so-called "Stock in the Future" options which will accelerate). (b) At the Effective Time, each outstanding vested Employee Option (including any such option which has vested as a result of acceleration as set forth in Section 2.8(a)) shall, subject to Section 2.8(d), be cancelled by the Company, and each holder of any such cancelled vested Employee Option shall be entitled to receive from the Company or, at Parent's option, any subsidiary of the Company (in each case, with funds provided, directly or indirectly, by GEC, p.l.c. (or any successor to the non-defense business)) in consideration for cancellation an amount in cash (less applicable withholding Taxes (as defined in Section 4.10 hereof)) equal to the product of (i) the number of Shares subject to such vested Employee Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such vested Employee Option. (c) At the Effective Time, each outstanding unvested Employee Option (other than options that by their terms are cancelled or terminated) shall not be cancelled or exercised but shall be amended and converted into phantom stock units equivalent to a number of ordinary shares of GEC, p.l.c. ("GEC Shares") -...

Employee Stock Options. 4 1.8 Closing of the Company's Transfer Books........................................ 5 1.9 Exchange of Certificates....................................................... 5

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. 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.

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.