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This excerpt taken from the ROST 10-Q filed Jun 10, 2009. Cash-Out of
Outstanding Stock-Based Awards. The
Committee may, in its discretion and without the consent of any Participant,
determine that, upon the occurrence of a Change in Control, each or any Award
denominated in shares of Stock or portion thereof outstanding immediately prior
to the Change in Control and not previously exercised or settled shall be
canceled in exchange for a payment with respect to each vested share (and each
unvested share, if so determined by the Committee) of Stock subject to such
canceled Award in (i) cash, (ii) stock of the Company or of a corporation or
other business entity a party to the Change in Control, or (iii) other property
which, in any such case, shall be in an amount having a Fair Market Value equal
to the Fair Market Value of the consideration to be paid per share of Stock in
the Change in Control, reduced (but not below zero) by the exercise or purchase
price per share, if any, under such Award. In the event such determination is
made by the Committee, an Award having an exercise or purchase price per share
equal to or greater than the Fair Market Value of the consideration to be paid
per share of Stock in the Change in Control may be canceled without payment of
consideration to the holder thereof. Payment pursuant to this Section (reduced
by applicable withholding taxes, if any) shall be made to Participants in
respect of the vested portions of their canceled Awards as soon as practicable
following the date of the Change in Control and in respect of the unvested
portions of their canceled Awards in accordance with the vesting schedules
applicable to such Awards.
14.2 This excerpt taken from the ROST DEF 14A filed Apr 14, 2008. Cash-Out of Outstanding Stock-Based Awards.
The Committee may, in its discretion
and without the consent of any Participant, determine that, upon the occurrence
of a Change in Control, each or any Award denominated in shares of Stock or
portion thereof outstanding immediately prior to the Change in Control and not
previously exercised or settled shall be canceled in exchange for a payment with
respect to each vested share (and each unvested share, if so determined by the
Committee) of Stock subject to such canceled Award in (i) cash, (ii) stock of
the Company or of a corporation or other business entity a party to the Change
in Control, or (iii) other property which, in any such case, shall be in an
amount having a Fair Market Value equal to the Fair Market Value of the
consideration to be paid per share of Stock in the Change in Control, reduced
(but not below zero) by the exercise or purchase price per share, if any, under
such Award. In the event such determination is made by the Committee, an Award
having an exercise or purchase price per share equal to or greater than the Fair
Market Value of the consideration to be paid per share of Stock in the Change in
Control may be canceled without payment of consideration to the holder thereof.
Payment pursuant to this Section (reduced by applicable withholding taxes, if
any) shall be made to Participants in respect of the vested portions of their
canceled Awards as soon as practicable following the date of the Change in
Control and in respect of the unvested portions of their canceled Awards in
accordance with the vesting schedules applicable to such Awards.
14.2 | EXCERPTS ON THIS PAGE:
RELATED TOPICS for ROST: |
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