Options and RSUs. (a) No Company Option shall be assumed, substituted, or otherwise replaced by Parent in connection with the Merger. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that each Vested In-the-Money Option that is outstanding as of immediately prior to the Effective Time shall be canceled and exchanged, at the Effective Time, subject to receipt by the Company of a duly executed and completed Option Surrender Agreement from each holder of such Vested In-the-Money Option and subject to applicable Tax withholding, for a cash payment equal to (I) the sum of an amount equal to (A) the product of the number of shares of Class L Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per L Share Merger Consideration, based upon the Parent Reference Price, plus (B) the product of the number of shares of Class A Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per A Share Merger Consideration, based upon the Parent Reference Price, minus (II) the aggregate exercise price payable for all shares of Class L Common Stock and Class A Common Stock underlying such Vested In-the-Money Option. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that all Company Options other than Vested In-the-Money Options shall terminate and be canceled at the Effective Time for no consideration and without any obligation of Parent, the Company or the Surviving Entity to make any payment in respect thereof. For purposes of this paragraph, the Surviving Entity shall deliver to each Vested In-the-Money Option holder who has not, as of the Effective Time, delivered a duly executed and completed Option Surrender Agreement, the consideration described in this Section 2.04(a) in respect of each Vested In-the-Money Option(s) promptly following delivery of a duly executed and completed Option Surrender Agreement. (b) No Company RSU shall be assumed, substituted, or otherwise replaced by Parent in connection with the Merger. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that each award of Company RSUs, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be canceled and exchanged, at the Effective Time, subject to receipt by the Company of a duly executed and completed RSU Surrender Agreement from the holder of such Company RSU award and subject to applicable Tax withholding, for a cash payment equal to the sum of (I) the product of (A) the number of shares of Class L Common Stock that are underlying such award of Company RSUs, multiplied by (B) the value of the Per L Share Merger Consideration, based upon the Parent Reference Price; plus (II) the product of (A) the number of shares of Class A Common Stock that are underlying such award of Company RSUs, multiplied by (B) the value of the Per A Share Merger Consideration, based upon the Parent Reference Price. For purposes of this paragraph, the Surviving Entity shall deliver to each Company RSU holder who has not, as of the Effective Time, delivered a duly executed and completed RSU Surrender Agreement, the consideration described in this Section 2.04(b) in respect of each Company RSU promptly following delivery of a duly executed and completed RSU Surrender Agreement. (c) All payments under this Agreement to each Vested In-the-Money Option holder and each Company RSU holder shall be made through the Surviving Entity’s (or the applicable Subsidiary’s) payroll reasonably promptly following the Effective Time and timely delivery of a duly executed and completed Option Surrender Agreement or RSU Surrender Agreement (as applicable), in each case consistent with existing payroll procedures.
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Options and RSUs. (a) No Company Option shall be assumedAttached hereto as Exhibit D is an equity grant status statement (the “Equity Statement”), substituted, or otherwise replaced by Parent in connection with which provides information about the Merger. Prior to the Effective Time and conditioned upon the consummation status of all of the Merger, stock options (the “Options”) and restricted stock units (the “RSUs”) that have been granted to you by the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that each Vested In-the-Money Option that is will be outstanding as of immediately prior to the Effective Time shall be canceled Separation Date. By executing this Agreement, you acknowledge and exchanged, at agree that the Effective Time, subject to receipt by information set forth in the Company of a duly executed Equity Statement is true and completed Option Surrender Agreement from each holder of such Vested In-the-Money Option and subject to applicable Tax withholding, for a cash payment equal to (I) the sum of an amount equal to (A) the product correct. Please note that all vesting of the number of shares of Class L Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per L Share Merger Consideration, based upon the Parent Reference Price, plus (B) the product of the number of shares of Class A Common Stock underlying such Vested In-the-Money Option as of immediately prior to the Effective Time, multiplied by the value of the Per A Share Merger Consideration, based upon the Parent Reference Price, minus (II) the aggregate exercise price payable for all shares of Class L Common Stock Options and Class A Common Stock underlying such Vested In-the-Money Option. Prior to the Effective Time and conditioned upon the consummation of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that all Company Options other than Vested In-the-Money Options shall terminate and be canceled at the Effective Time for no consideration and without any obligation of Parent, the Company or the Surviving Entity to make any payment in respect thereof. For purposes of this paragraph, the Surviving Entity shall deliver to each Vested In-the-Money Option holder who has not, RSUs will cease as of the Effective TimeSeparation Date. At all times, delivered except as set forth herein, your rights concerning the Options and RSUs will continue to be governed by the applicable stock option and restricted stock agreements and incentive plans (collectively, “Equity Agreements”). Under the applicable Equity Agreements, you have three (3) months following your termination of employment with the Company to exercise any then-vested shares subject to the Options and after that date, you no longer have a duly executed right to exercise the Options as to any shares. Notwithstanding, if this Agreement (including the Follow On Release) becomes effective in accordance with its terms, you will have until June 30, 2020 to exercise any then-vested shares subject to the Options and completed Option Surrender Agreementafter that date, you will no longer have a right to exercise the consideration described Options as to any shares. You agree and acknowledge that (i) if this Agreement (including the Follow On Release) becomes effective in this Section 2.04(aaccordance with its terms, any portion of the Options that were incentive stock options will be reclassified from incentive stock options to non-qualified stock options under applicable tax laws, and you, and not the Company, will be solely responsible for any tax consequences relating to such reclassification, including satisfaction of all applicable tax withholding requirements that become due upon exercise of the Options, and (ii) in the Company has advised you to consult your accountant and/or tax advisor with respect of each Vested In-the-Money Option(s) promptly following delivery of a duly executed and completed Option Surrender Agreementto the preceding clause (i).
(b) No Company RSU shall be assumedExcept as set forth in the Equity Statement, substituted, you do not have any rights or otherwise replaced by Parent in connection interests with the Merger. Prior respect to the Effective Time and conditioned upon the consummation any capital stock or other securities of the Merger, the Company shall take all actions as are necessary under the Company Stock Plans and related awards to provide that each award of Company RSUs, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall be canceled and exchanged, at the Effective Time, subject to receipt by the Company of a duly executed and completed RSU Surrender Agreement from the holder of such Company RSU award and subject to applicable Tax withholding, for a cash payment equal to the sum of (I) the product of (A) the number of shares of Class L Common Stock that are underlying such award of Company RSUs, multiplied by (B) the value of the Per L Share Merger Consideration, based upon the Parent Reference Price; plus (II) the product of (A) the number of shares of Class A Common Stock that are underlying such award of Company RSUs, multiplied by (B) the value of the Per A Share Merger Consideration, based upon the Parent Reference Price. For purposes of this paragraph, the Surviving Entity shall deliver to each Company RSU holder who has not, as of the Effective Time, delivered a duly executed and completed RSU Surrender Agreement, the consideration described in this Section 2.04(b) in respect of each Company RSU promptly following delivery of a duly executed and completed RSU Surrender AgreementCompany.
(c) All payments under this Agreement to each Vested In-the-Money Option holder and each Company RSU holder shall be made through the Surviving Entity’s (or the applicable Subsidiary’s) payroll reasonably promptly following the Effective Time and timely delivery of a duly executed and completed Option Surrender Agreement or RSU Surrender Agreement (as applicable), in each case consistent with existing payroll procedures.
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