STANDARD NON-QUALIFIED OPTIONS Clause Samples

STANDARD NON-QUALIFIED OPTIONS. Pursuant to a separate award agreement to be executed simultaneously with this Agreement, Team shall issue to Hawk standard non-qualified options ("SNOs") to purchase that number of shares of Team Common Stock equal to 150,000 less the number of ISOs issued to Hawk under Section 5(a) herein. One-third of the SNOs shall become exercisable as of the end of each of the three succeeding annual anniversary dates of the Effective Date and shall generally be subject to the same exercise price, conditions and restrictions as the ISOs under the ISO Plan; provided, however, that (i) in the event that this Agreement is terminated as provided in Section 8(a) herein or as provided in Section 8(c) herein, the SNOs shall become fully vested as of the effective date of such termination, and (ii) in the event a "Change of Control" of Team (as that term is defined in Section 25(b) of this Agreement) occurs in a transaction which is not recommended by the Board, then all the SNOs shall become fully vested immediately prior to consummation of such transaction, irrespective of any termination of this Agreement. In addition, upon the occurrence of any of the events causing acceleration of the vesting of any of the SNOs as provided above in this Section 5(b), Team shall, simultaneously with such event causing acceleration, issue to Hawk more SNOs (the "Additional SNOs") in addition to the SNOs issued to Hawk as of the Effective Date (the "Original SNOs"). The number of shares of Team Common Stock purchasable under the Additional SNOs shall equal the number of shares of Team Common Stock that would have become vested under the ISOs had such event causing acceleration of vesting of the Original SNOs applied to the remaining non-vested ISOs. Such Additional SNOs shall be immediately exercisable at the same exercise price as the Original SNOs and shall otherwise be subject to the same terms and conditions as the Original SNOs. The remaining non-vested ISOs as of the date of such acceleration shall be reduced by the same number of shares as are included in the Additional SNOs.
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Related to STANDARD NON-QUALIFIED OPTIONS

  • Non-Qualified Stock Options The Options granted hereunder are not intended to be Incentive Stock Options or Qualified Stock Options.

  • Non-Qualified Stock Option This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code and will be interpreted accordingly.

  • Stock Options (a) Subject to Section 5.5(b), at the Effective Time, all rights with respect to Company Common Stock under each Company Option then outstanding shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each such Company Option in accordance with the requirements of Section 424(a) of the Code (as in effect as of the date of this Agreement) and the terms of the stock option plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such Company Option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. (b) Notwithstanding anything to the contrary contained in this Section 5.5, in lieu of assuming outstanding Company Options in accordance with Section 5.5(a), Parent may, at its election, cause such outstanding Company Options to be replaced by issuing equivalent replacement stock options in substitution therefor that are substantially the same. (c) The Company shall take all action that may be necessary (under the plans pursuant to which Company Options are outstanding and otherwise) to effectuate the provisions of this Section 5.5 and to ensure that, from and after the Effective Time, holders of Company Options have no rights with respect thereto other than those specifically provided in this Section 5.5.

  • Share Options With respect to the share options (the “Share Options”) granted pursuant to the share-based compensation plans of the Company and its subsidiaries (the “Company Share Plans”), (i) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Share Plans, the Exchange Act, and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange (the “Exchange”), and (iv) each such grant was properly accounted for in accordance with IFRS in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating the grant of Share Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.

  • Nonstatutory Stock Option If the Grant Notice so designates, this Option is intended to be a Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option within the meaning of Section 422(b) of the Code.