Rometty earned $ 32.3 million last year from the technology company, a 63 percent jump from the year before, mainly due to $ 12.1 million
in stock option awards she didn't receive in 2015.
Not exact matches
«
In practice, performance awards are more closely aligned to explicit financial or operational outcomes than stock options,» Jarvis said in a statemen
In practice, performance
awards are more closely aligned to explicit financial or operational outcomes than
stock options,» Jarvis said
in a statemen
in a statement.
Coke will give performance - related shares (
stock given to an executive for meeting certain goals) more weight
in the long term
awards, moving the ratio to two - thirds shares, one - third
stock options, by 2016, compared to 60 %
in options and 40 %
in performance - shares now.
It uses
stock awards in the form of
stock options and RSUs as a retention tool for general managers and executive kitchen managers.
JPMorgan noted that its calculation of Mr. Dimon's 2010 compensation did not include the $ 17 million
in restricted
stock and
options that he was
awarded in February for his performance last year.
The Plan permits grants of the following types of incentive
awards subject to such terms and conditions as the Leadership Development and Compensation Committee shall determine, consistent with the terms of the Plan: (1)
stock options, including
stock options intended to qualify as ISOs, (2) other
stock - based
awards, including
in the form of
stock appreciation rights, phantom
stock, restricted
stock, restricted
stock units, performance shares, deferred share units or share - denominated performance units, and (3) cash
awards.
Google announced today that Schmidt would be
awarded the sum
in stock and
options that can not be fully cashed
in for four years.
This number is calculated using the share counting rules described
in Sections 5 (a) and 5 (b) of the 2014 Plan and includes the number of shares available for new
award grants under the 2014 Plan out of the 385 million shares authorized by shareholders upon adoption of the 2014 Plan; the number of shares available for new
award grants under the 2003 Employee
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding
stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1
stock sp
stock split).
Unless otherwise expressly provided
in (or pursuant to) this Section 4 (c) or required by Applicable Law: (A) all
Awards are non-transferable and shall not be subject
in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (B)
Awards that are
Options or
Stock Appreciation Rights shall be exercised only by the Participant; and (C) amounts payable or Shares issuable pursuant to any
Award shall be delivered only to (or for the account of) the Participant.
In no case, except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders, will the plan administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principle
In no case, except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders, will the plan administrator (1) amend an outstanding
stock option or
stock appreciation right to reduce the exercise price or base price of the
award, (2) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right
in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principle
in exchange for cash or other
awards for the purpose of repricing the
award, (3) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right
in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principle
in exchange for an
option or
stock appreciation right with an exercise or base price that is less than the exercise or base price of the original
award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
The Plan seeks to achieve this purpose by providing for discretionary long - term incentive
Awards in the form of
Options (which may be Incentive
Stock Options or Nonstatutory
Stock Options),
Stock Appreciation Rights,
Stock Grants, Restricted
Stock Units and Cash Bonus
Awards.
Shares issued with respect to
awards granted under the 2014 Plan other than
stock options or
stock appreciation rights are counted against the 2014 Plan's aggregate share limit as two shares for every one share actually issued
in connection with the
award.
Shares issued
in respect of
awards other than
stock options and
stock appreciation rights granted under the 2014 Plan and the Director Plan count against the shares available for grant under the applicable plan as two shares for every share granted.
Awards may be granted under the Plan in substitution for or in connection with an assumption of employee, director and / or consultant stock options, stock appreciation rights, restricted stock or other stock - based awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
Awards may be granted under the Plan
in substitution for or
in connection with an assumption of employee, director and / or consultant
stock options,
stock appreciation rights, restricted
stock or other
stock - based
awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
awards granted by other entities to persons who are or who will become Employees or Consultants
in respect of the Company or one of its Subsidiaries
in connection with a
Under the terms of the LTICP,
in addition to or
in lieu of
stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types of equity - based long - term compensation, including restricted
stock, RSRs,
stock awards,
stock appreciation rights, performance shares, or performance units.
Information regarding
stock option grants made
in February and June 2007 appears
in columns (b) and (j) of the Grants of Plan - Based
Awards table.
Stock appreciation rights are generally subject to the same terms and limitations as
options or, when granted
in tandem with other
awards, to the same terms as those other
awards.
Beginning
in 2009, it was determined that the regular annual equity
award grants to the executive officers would primarily be
in the form of a new type of equity
award entitled «outperformance
stock units» (OSUs), rather than
stock options and time - vested restricted
stock units (RSUs).
However, we show
in column (e) of the Summary Compensation Table the
awards of RSRs to John G. Stumpf and Howard I. Atkins
in 2002 and 2001, respectively, and for Mr. Stumpf, whose RSR
award vested
in full
in 2007, the number of shares and value he acquired
in columns (d) and (e) of the «
Option Exercises and
Stock Vested» table.
Musk owns approximately one - fifth of Tesla and
in March was
awarded a $ 2.6 billion compensation plan comprised of
stock options.
(l) Except as otherwise set forth
in Schedule 2.7 (l) of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any of the transactions contemplated by this Agreement, nor will any such transactions accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding
Stock Option or other equity - based
award.
Subject to certain anti-dilution and other adjustments, no participant may be granted
in any calendar year (i)
stock options or
stock appreciation rights covering more than 14,000,000 shares; or (ii)
awards other than
stock options or
stock appreciation rights covering more than 4,000,000 shares.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of gran
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases
in stockholder value, the Board granted to Mr. Musk a stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of gran
in stockholder value, the Board granted to Mr. Musk a
stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
award to purchase 5,274,901 shares of Tesla's common
stock (the «2012 CEO Performance
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.
These new rules are effective starting
in 2018 for us, except that certain equity
awards (such as
stock options) that we granted on or before November 2, 2017, might still be able qualify as performance - based compensation.
To the extent that
in 2018 or any later year, the aggregate amount of any covered officer's salary, bonus, and amount realized from
option exercises and vesting of restricted
stock units or other equity
awards, and certain other compensation amounts that are recognized as taxable income by the officer exceeds $ 1,000,000
in any year, we will not be entitled to a U.S. federal income tax deduction for the amount over $ 1,000,000
in that year.
We
award cash compensation to our NEOs
in the form of base salaries and annual cash incentives under our Kokua Bonus Plan, and we
award equity compensation
in the form of
stock options, restricted
stock units («RSUs») and PRSUs.
(8) Amounts
in this column reflect the total of the following columns: Salary, Bonus,
Stock Awards,
Option Awards, Non-Equity Incentive Plan Compensation, Change
in Retention Plan Value, Change
in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.
As discussed
in the CD&A under «Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation
in the form of an annual cash incentive
award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally
in the form of
stock option grants and,
in certain circumstances, RSRs to reward our SEOs for contribution to growth
in long - term stockholder value.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our stockholders, make any change to the LTICP that increases the total amount of common
stock which may be
awarded (except to reflect changes
in capitalization), increases the individual maximum
award limits (except to reflect changes
in capitalization), changes the class of team members or directors eligible to participate, extends the duration of the LTICP, reduces the exercise price of or reprices outstanding
stock options or
stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse of restrictions for restricted
stock or RSRs, or otherwise amends the LTICP
in any manner requiring stockholder approval by law or under the NYSE listing requirements.
If an
award of
stock options or
stock appreciation rights expires or becomes unexercisable without having been exercised
in full or is surrendered pursuant to an exchange program or shares issued through
awards of restricted
stock, restricted
stock units, performance units, performance shares, or
stock - settled performance
awards are forfeited to us or
One - half of the value of the long - term incentive
award is
awarded in the form of
stock options.
If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to receive (i) a payment of his earned but unpaid annual base salary through the termination date, any accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution of a valid general release and waiver of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash incentive
award, one - half of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half of such payment to be paid
in six equal monthly installments commencing on the first business day of the seventh calendar month following the termination date, (b) a payment equal to the product of (x) the last annual cash incentive
award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler
in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and
stock options as provided and pursuant to the terms of the relevant grant agreements under our 2003 Equity Incentive Plan.
as to Shares deliverable on the exercise of
Options or
Stock Appreciation Rights, or
in settlement of Performance Units or Restricted
Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (
in the case of
Options or
Stock Appreciation Rights) of the related Plan
Award;
In addition, he was
awarded 3,240,096 premium priced
stock options and 108,003 shares of restricted
stock, subject to four and five year vesting conditions.
In such event, the committee may adjust the number and type of Shares available under the 2015 Plan or subject to outstanding grants and, subject to various limits in the 2015 Stock Incentive Plan, the exercise price of outstanding stock options and other award
In such event, the committee may adjust the number and type of Shares available under the 2015 Plan or subject to outstanding grants and, subject to various limits
in the 2015 Stock Incentive Plan, the exercise price of outstanding stock options and other award
in the 2015
Stock Incentive Plan, the exercise price of outstanding stock options and other aw
Stock Incentive Plan, the exercise price of outstanding
stock options and other aw
stock options and other
awards.
Notwithstanding the authority of the committee under the Plan, except
in connection with any corporate transaction involving Walmart, the terms of outstanding plan
awards may not be amended to reduce the exercise price of outstanding
stock options or
stock appreciation rights or cancel outstanding
stock options or
stock appreciation rights
in exchange for cash, other plan
awards or
stock options or
stock appreciation rights with an exercise price that is less than the exercise price of the original
stock options or
stock appreciation rights without the prior approval of Walmart stockholders.
(5) Except
in connection with a corporate transaction involving the Company (including, without limitation, any
stock dividend,
stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split - up, spin - off, combination, or exchange of shares), the terms of outstanding
awards may not be amended to reduce the exercise price of outstanding
Options or
stock appreciation rights or cancel outstanding
Options or
stock appreciation rights
in exchange for cash, other
awards or
Options or
stock appreciation rights with an exercise price that is less than the exercise price of the original
Options or
stock appreciation rights without stockholder approval.
We provide information below about (1) the circumstances under which the vesting of these
options and
stock awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these
option or
stock awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2011 and based on an NYSE closing price per share of our common
stock of $ 27.56 on December 30, 2011, the last trading date
in 2011.
Stock options and stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
Stock options and
stock appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock appreciation rights with respect to no more than 8,000,000 shares of our common
stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014 Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based aw
stock may be granted to any one individual
in any one calendar year and the maximum «performance - based
award» payable to any one individual under the 2014 Plan is 8,000,000 shares of
stock or $ 5 million in the case of cash - based aw
stock or $ 5 million
in the case of cash - based
awards.
shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of incentive
stock options, (4) the class and maximum number of shares subject to
stock awards that can be granted
in a calendar year (as established under the 2017 Plan under Section 162 (m) of the Code), and (5) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding
stock awards.
If an
Award expires or becomes unexercisable without having been exercised
in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted
Stock, Restricted
Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for
Awards other than
Options or
Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common
stock or Class B common
stock upon (A) the exercise or settlement of
stock options or RSUs granted under a
stock incentive plan or other equity
award plan described
in this prospectus or (B) the exercise of warrants outstanding and which are described
in this prospectus, or (ii) the transfer of shares of Class A common
stock, Class B common
stock, or any securities convertible into Class A common
stock or Class B common
stock upon a vesting or settlement event of our securities or upon the exercise of
options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such
options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding
stock options or warrants (or the Class A common
stock or Class B common
stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that
in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that
in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate
in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described
in this bullet point;
The table above does not include (i) 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common
stock issuable upon exercise of
options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity
Awards,» and (y) 3,263,431 additional shares of Class A common
stock reserved for future issuance and (ii) 24,269,792 shares of Class A common
stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described
in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
The number of shares of our Class A common
stock outstanding after this offering as shown
in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common
stock issuable upon the exercise of
options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
in «Executive Compensation --
With respect to
Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant's status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest
in and have the right to exercise
Options and / or
Stock Appreciation Rights as to all of the Shares underlying such
Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted
Stock and Restricted
Stock Units will lapse, and, with respect to
Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %) of target levels and all other terms and conditions met.
upon the exercise of an
Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Appreciation Right or upon the payout of a Restricted
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Unit, Performance Unit or Performance Share, for each Share subject to such
Award, to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
stock of the successor corporation or its Parent equal
in fair market value to the per share consideration received by holders of Common
Stock in the Change in Con
Stock in the Change
in Control.
The number of shares of our Class A common
stock outstanding after this offering as shown
in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common
stock reserved for issuance under our 2015 Incentive
Award Plan (as described
in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common
stock issuable upon the exercise of
options to purchase shares of Class A common
stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers,
in connection with this offering as described
(nn) «
Stock Appreciation Right» means an
Award, granted alone or
in connection with an
Option, that pursuant to Section 9 of the Plan is designated as a
Stock Appreciation Right.
In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
In the event of a change of control (as defined
in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in the plan), the compensation committee may,
in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in its discretion, provide for any or all of the following actions: (i)
awards may be continued, assumed, or substituted with new rights, (ii)
awards may be purchased for cash equal to the excess (if any) of the highest price per share of common
stock paid
in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in the change
in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in control transaction over the aggregate exercise price of such
awards, (iii) outstanding and unexercised
stock options and
stock appreciation rights may be terminated, prior to the change
in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in control (
in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in which case holders of such unvested
awards would be given notice and the opportunity to exercise such
awards), or (iv) vesting or lapse of restrictions may be accelerated.
In no case (except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders) will the plan administrator (1) amend an outstanding stock option or stock appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original awar
In no case (except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders) will the plan administrator (1) amend an outstanding
stock option or
stock appreciation right to reduce the exercise price or base price of the
award, (2) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right
in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original awar
in exchange for cash or other
awards for the purpose of repricing the
award, or (3) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right
in exchange for an option or stock appreciation right with an exercise or base price that is less than the exercise or base price of the original awar
in exchange for an
option or
stock appreciation right with an exercise or base price that is less than the exercise or base price of the original
award.