Oregon Cash Award Paid to Holders of Non-Exercisable Stock Options Upon Merger or Consolidation

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This sample form, a detailed Cash Award Paid to Holders of Non-Exercisable Stock Options upon Merger or Consolidation, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.
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FAQ

Unvested Options ? Depending on the structure of the deal, there are three possibilities for unvested options. The holdings could be canceled, they might be converted to cash and paid out over time, or they could be converted to the acquiring company stock and subject to a new vesting schedule.

Prior to getting into your post-termination exercise periods, you should know that when you leave the company for any reason, unvested options remain unvested in many cases. Practically speaking, this means that the in-the-money value of unvested employee stock options is forfeited.

In connection with the merger, all of your RSUs will be automatically converted into the right to receive cash that will be paid to you through our payroll services, your brokerage account or accounts payable.

If you took advantage of an early-exercise policy and exercised options before they vested, your company has the option to repurchase any exercised-but-unvested shares when you leave.

In the case of unvested options during M&A, the employee may be issued new grants with a new vesting period, the company may convert it into cash, or the options may be canceled.

The new company could assume your current unvested stock options or RSUs or substitute them. The same goes for vested options. You'd likely still have to wait to buy shares or receive cash, but could at least retain your unvested shares.

Vested employee stock options contain guarantees, so when a company is acquired employees with vested options will have some options. First is the acquiring company may buy out the options for cash. They may also offer to replace those contracts with options of the acquirer of equal or greater value.

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Oregon Cash Award Paid to Holders of Non-Exercisable Stock Options Upon Merger or Consolidation