Unvested Stock Options Clause Samples
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Unvested Stock Options. At the Effective Time, each Outstanding Unvested Option shall be converted into and become an option to purchase Parent Common Stock, with such conversion effected through Parent (i) assuming such Outstanding Unvested Option or (ii) replacing such Outstanding Unvested Option by issuing a reasonably equivalent replacement stock option to purchase Parent Common Stock in substitution therefor, in either case in accordance with the terms (as in effect as of the date of this Agreement) of the applicable Stock Plan, and the terms of the stock option agreement by which such Outstanding Unvested Option is evidenced and otherwise in compliance with the requirements of Code Sections 409A and 422 such that each such assumed or replaced Option is exempt from Code Section 409A and maintains its status as an “incentive stock option” (if applicable), to the extent permitted by the Code. All Outstanding Unvested Options shall be assumed or replaced by Parent and all rights thereunder shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Outstanding Unvested Option assumed or replaced by Parent may be exercised solely for shares of Parent; (B) the number of shares of Parent Common Stock subject to each Outstanding Unvested Option assumed or replaced by Parent shall be determined by multiplying the number of shares of Company’s Common Stock that were subject to such Outstanding Unvested Option immediately prior
Unvested Stock Options. Notwithstanding any provisions in the Allmerica Financial Corporation Amended Long-Term Incentive Plan (the “Stock Plan”) or the terms of any documentation you received upon the granting of options to you, you hereby agree that any unvested options which you hold as of February 29, 2004, shall be forfeited by you and returned to the Company for no consideration.
Unvested Stock Options. Any portion of the Stock Option that is not vested as of the date of a Participant’s Termination for any reason shall terminate and expire on the date of such Termination.
Unvested Stock Options. Notwithstanding the contrary provisions of the Stock Option Agreements and the Stock Option Plans, each Option that is not exercisable on the date hereof shall not vest and become exercisable on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), each Option that is not exercisable on the date hereof (including any such Option with a per share exercise price equal to or greater than the "Merger Consideration" (as defined in the Merger Agreement)) shall be cancelled and the Stock Option Agreements with respect to such Options shall terminate and have no further force and effect. Subject to vesting in accordance with this Section, the Company shall pay Executive, for each share of Common Stock subject to such Option, an amount (subject to any applicable withholding tax), in cash, equal to the difference between the "Merger Consideration" (as defined in the Merger Agreement) and the per share exercise price of such Option, to the extent such difference is a positive number (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Option Consideration"). The Deferred Option Consideration (or portion thereof) shall be paid by the Escrow Agent (as defined below), to Executive on December 31, 2001, provided such Deferred Option Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Section. The Deferred Option Consideration will be deposited by the Company at the Effective Time into an interest bearing escrow account with an escrow agent (the "Escrow Agent") reasonably acceptable to the Executive and the Purchaser. In the event Executive is then employed by the Company, 50% of the Deferred Option Consideration shall vest on March 31, 2001 and in the event Executive is then employed by the Company, the remaining 50% of the Deferred Option Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Option Consideration shall thereupon vest in full and be immediately paid. In the event Executive's employment with the Company terminates prior to the vesting of the Deferred Option Consideration other than due to an Involuntary Termination...
Unvested Stock Options. As of the date of this Agreement, you also hold unvested options to purchase 130,000 shares of Heritage common stock under the Equity Incentive Plan, of which 50,000 options are exercisable at an exercise price of $25.00 per share, and 80,000 options are exercisable at an exercise price of $24.36 per share. These options are not yet exercisable. However, Heritage agrees to accelerate the vesting of all of these options so that they will be immediately exercisable from and after the Effective Date of this Agreement and for the same period of time as the options referred to in (a) above. As with your vested options, Heritage anticipates that a cashless exercise method of exercising these options will be available to you. To the extent that you incur any federal or state taxes in connection with the acceleration of these unvested options, the exercise of these options and/or the sale of any shares in connection with the exercise, you will be required to pay or Heritage will withhold those taxes.
Unvested Stock Options. Subject to (e) below, if applicable, as of the Commencement Date, the Company has granted the Executive stock options in respect of 360,000 shares of Common Stock. The stock options shall be granted at an exercise price equal to Fair Market Value on the Commencement Date. The stock options shall be granted under the KELTIP and pursuant to the terms and conditions set forth in Exhibit C.
Unvested Stock Options. At the Effective Time, each Unvested Company Option outstanding immediately prior to the Effective Time shall be assumed and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Share of such Unvested Company Option, multiplied by (y) the total number of Shares issuable upon the exercise in full of such Unvested Company Option (the “Unvested Option Consideration”), with payment of such Unvested Option Consideration, less applicable Taxes, to be made in accordance with the vesting schedule applicable to such Unvested Company Option immediately prior to the Effective Time; provided, that such holder remains employed by or otherwise in service to Parent, the Surviving Corporation or their respective Subsidiaries on each applicable vesting date, subject to the terms and conditions of the Unvested Payment Plan.
Unvested Stock Options. Executive's unvested Stock Options will:
(i) not expire (unless such Stock Options would have expired had Executive remained an employee of the Company) during the Imminent Control Change Period; and
(ii) not continue to vest and not be exercisable during the Imminent Control Change Period. Upon the date the Imminent Control Change lapses without a Consummation Date, such unvested Stock Options will expire.
Unvested Stock Options. Schedule 9.4(m) provides for the disposition ---------------------- --------------- of unvested stock options held by certain Transferred Employees.
Unvested Stock Options. Effective as of the Effective Time, each Unvested Company Stock Option will be assumed by Parent and converted into an option to purchase Parent Common Stock (each, an “Assumed Option”). Each Assumed Option will continue to have, and be subject to, equivalent principal terms and conditions as provided in the respective Company Stock Plan and option agreement governing the Unvested Company Stock Option it replaced, as in effect immediately prior to the Effective Time (including vesting schedules and vesting commencement dates), except that: