Example ContractsClausescorporate transactionVariants
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Merger, Consolidation or Similar Corporate Transaction. In the event of a merger or consolidation of the Company with or into another corporation or a sale of substantially all of the stock of the Company (a “Corporate Transaction”), unless the Option is assumed by the surviving company in the Corporate Transaction (the “Surviving Company”) or replaced with an equivalent award granted by the Surviving Company in substitution for the Option, the Committee shall cancel any portion of the Option that is not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the vesting of the Option is accelerated by the Committee in its sole discretion or pursuant to a written agreement between the Company and the Grantee) and with respect to any vested and nonforfeitable portion of the Option, the Committee may either # allow the Grantee to exercise the Option within a reasonable period prior to the consummation of the Corporate Transaction and cancel any portion of the Option that remains unexercised upon consummation of the Corporate Transaction, or # cancel the Option in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to the Option) if such vested Option was settled or distributed or such vested Option was exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option is not assumed by the Surviving Company or replaced with an equivalent award issued by the Surviving Company and the Exercise Price with respect to the Option exceeds the Fair Market Value of the shares of Common Stock immediately prior to the consummation of the Corporation Transaction, the Option shall be cancelled without any payment to the Grantee.

Merger, Consolidation or Similar Corporate Transaction. In the event

Cancellation of a merger or consolidation ofOptions upon Merger. If the Company withis merged into or intoconsolidated with another corporation under circumstances where the Company is not the surviving corporation, or a saleif the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another corporation while unexercised Options remain outstanding under the Plan, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of such Options with new options covering the stock of the Company (a “Corporate Transaction”), unlesssuccessor corporation, or parent or subsidiary thereof, with the Option is assumed byappropriate adjustments as to the surviving company in the Corporate Transaction (the “Surviving Company”) or replaced with an equivalent award granted by the Surviving Company in substitution for the Option, the Committeenumber and kind of shares and prices, then all outstanding Options shall cancel any portion of the Option that is not vested and nonforfeitablebe cancelled as of the consummationeffective date of any such merger, consolidation or sale provided that # notice of such Corporate Transaction (unlesscancellation shall be given to each Participant and # each Participant shall have the vesting of the Option is accelerated by the Committee in its sole discretion or pursuant to a written agreement between the Company and the Grantee) and with respect to any vested and nonforfeitable portion of the Option, the Committee may either # allow the Granteeright to exercise such Option in full (without regard to vesting or other limitations on exercise imposed on such Option) during the Option within a reasonablethirty day period prior topreceding the consummationeffective date of such merger, consolidation, liquidation, or sale (the “Corporate Event”). Notwithstanding the foregoing, if no provisions are made for the continuance, assumption or substitution of Options and if exercise of any then-outstanding Options during the thirty day period preceding the effective date of the Corporate Transaction and cancel any portion ofEvent would not be in conformity with all applicable federal securities laws, the Option that remains unexercised upon consummation of the Corporate Transaction, or # cancel the Option in exchange forParticipant will be paid a payment (in cash, or in securities or other property) in ancash amount equal to the amount that the Grantee would have received (net of the Exercise Price with respect to the Option) if such vested Option was settled or distributed or such vested Option was exercised immediately prior to the consummation of the Corporate Transaction. Notwithstanding the foregoing, if an Option is not assumed by the Surviving Company or replaced with an equivalent award issued by the Surviving Company and the Exercise Price with respect to the Option exceedsdifference between the Fair Market Value of the shares of Common Stock immediately priorsubject to the consummationOption as of the Corporation Transaction,Corporate Event and the exercise price of the Option, or if in the opinion of counsel to the Company the immediate exercisability of such Options (or cash payment), when taken into consideration with all other “parachute payments” within the meaning of Section 280G of the Code, would result in an “excess parachute payment” as defined in such section of the Code, such Option shall not become immediately exercisable and shall be cancelled without any paymentas of the effective date of the Corporate Event, except and to the Grantee.extent that the Committee in its discretion shall otherwise determine.

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