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

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US-CC-18-354F
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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

If you've exercised a vested stock options (e.g. an NSO or ISO), you own shares of stock in the company. In most situations, the acquiring company will need to purchase these shares from you pursuant to the terms of the acquisition (cash, stock, or mix). Vested stock options (ISOs or NSOs).

Acquired for both stock & cash: A portion of equity stakes are cashed out, and the remainder turns into stocks or options. You and most other employees will likely get offered the same ratio of shares and cash. Depends on how much cash and what type of option grants you receive.

?ISOs and 90 days ? why so important (even if your company extended the window)? The 90-day post-termination exercise (PTE) window is the period you have to exercise (ie, pay) for your vested incentive stock options (ISOs) or else you lose them.

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. If stock options that had been granted are very far out of the money (i.e. "underwater"), however, they may be canceled.

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.

Regardless, if the acquisition terms provide that options will be deemed net exercised at closing and paid based on the net number of shares owned, that will cause any ISOs to be treated as NSOs and the proceeds paid will be compensation income subject to all income tax and employment tax withholding.

Vested stock options (ISOs or NSOs). Acquirers typically handle this in a couple ways: (i) Buyout your stock options (net of the strike price) (ii) Substitute or assume your stock options for equivalent value in their company.

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.

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