WWW.THESIS.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Thesis, documentation, books
 
<< HOME
CONTACTS



Pages:     | 1 |   ...   | 14 | 15 || 17 | 18 |   ...   | 24 |

«Some ask if this is a Business or a Passion. A business it is, but business will not take our measure, for passion wills the endurance to find our ...»

-- [ Page 16 ] --

(i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any entity other than a parent or subsidiary of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s outstanding voting stock is transferred to holders different from those who held such fifty percent (50%) or greater interest immediately prior to such merger.

H. Employee shall mean an individual for whom the Company or one or more of its Parent or Subsidiaries reports his or her earnings on a Form W-2.

–  –  –

K. Expiration Date shall mean the date on which the option expires as specified in the Grant Notice.

L. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following

provisions:

(i) If the Common Stock is at the time listed on the Nasdaq National Market or the Nasdaq Capital Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or the Nasdaq Capital Market and published in The Wall Street Journal.

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal.

(iii) If the Common Stock is not listed on the Nasdaq National Market, Nasdaq Capital Market or a national securities exchange, the Fair Market Value shall be the average of the closing bid and ask prices of the Common Stock on that day as reported by the Nasdaq bulletin board or any comparable system on that day.

(iv) If the Common Stock is not traded included in the Nasdaq bulletin board or any comparable system, the Fair Market Value shall be the average of the closing bid and ask prices on that day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose.

(v) If the date in question is not a trading day, then the Fair Market Value shall be determined based on prices for the trading day prior to the date in question.

M. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.

N. Grant Notice shall mean the Notice of Grant of Stock Option accompanying this Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby.

–  –  –

The reasons for termination of Optionee as a Service Provider set forth in this subparagraph are not intended to be an exclusive list of all acts or omissions which the Company (or any Parent or Subsidiary) may deem to constitute misconduct or other grounds for terminating Optionee (or any other individual).

P. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422.

Q. Notice of Exercise shall mean the notice of exercise in the form attached hereto as Exhibit I.

R. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice.

S. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.

T. Parent shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each such corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

U. Permanent Disability shall have the meaning assigned to “permanent and total disability” as set forth in Code Section 22(e) (3).

V. Plan shall mean the CorVel Corporation Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan).

W. Securities Act shall mean the Securities Act of 1933, as amended.

X. Service Provider shall mean an individual who renders service on a periodic basis to the Company, its Parent and/or any of its Subsidiaries as an Employee, a non-Employee member of the board of directors or a consultant or independent advisor.

–  –  –

Notwithstanding anything to the contrary in this Schedule A or the Stock Option Agreement to which this Schedule A is attached, the Company shall have the right, in its sole discretion, with or without the consent of the Optionee, to amend this Schedule A to adjust any or all of the targets, dates and/or target EPS amounts as it deems equitable to recognize unusual or non-recurring events, including, but not limited to the Company’s acquisition of another business entity or assets, a corporate merger or other consolidation, or the sale or discontinuation of significant business operations or business units of the Company; changes in tax laws or accounting procedures; and any other extraordinary circumstances.

Exhibit 10.21

–  –  –

Scott R. McCloud 511 NW Mawrcrest Place Gresham, OR United States 97030

ID:

You have been granted an option to acquire CorVel Corporation (the “Corporation”) common stock (the “Common Stock”) as

follows:

–  –  –

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board of directors of any Parent or Subsidiary) and consultants and advisors who provide services to the Company (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Company (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

–  –  –

1. Grant of Option. Subject to and upon the terms and conditions set forth in this Agreement, Optionee is hereby granted, as of the Grant Date, an option to purchase the Option Shares. The Option Shares shall be purchasable from time to time during the option term at the Exercise Price.

2. Option Term. This option shall expire at the close of business on the Expiration Date, unless sooner terminated in accordance with this Agreement.

–  –  –

(i) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation, (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any entity other than a parent or subsidiary of the Company, or (iii) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s outstanding voting stock is transferred to holders different from those who held such fifty percent (50%) or greater interest immediately prior to such merger.

H. Employee shall mean an individual for whom the Company or one or more of its Parent or Subsidiaries reports his or her earnings on a Form W-2.

–  –  –

K. Expiration Date shall mean the date on which the option expires as specified in the Grant Notice.

L. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following

provisions:

(i) If the Common Stock is at the time listed on the Nasdaq National Market or the Nasdaq Capital Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market or the Nasdaq Capital Market and published in The Wall Street Journal.

(ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Committee to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal.

(iii) If the Common Stock is not listed on the Nasdaq National Market, Nasdaq Capital Market or a national securities exchange, the Fair Market Value shall be the average of the closing bid and ask prices of the Common Stock on that day as reported by the Nasdaq bulletin board or any comparable system on that day.

(iv) If the Common Stock is not traded included in the Nasdaq bulletin board or any comparable system, the Fair Market Value shall be the average of the closing bid and ask prices on that day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by the Company for that purpose.

(v) If the date in question is not a trading day, then the Fair Market Value shall be determined based on prices for the trading day prior to the date in question.

M. Grant Date shall mean the date of grant of the option as specified in the Grant Notice.

N. Grant Notice shall mean the Notice of Grant of Stock Option accompanying this Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby.

–  –  –

The reasons for termination of Optionee as a Service Provider set forth in this subparagraph are not intended to be an exclusive list of all acts or omissions which the Company (or any Parent or Subsidiary) may deem to constitute misconduct or other grounds for terminating Optionee (or any other individual).

P. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422.

Q. Notice of Exercise shall mean the notice of exercise in the form attached hereto as Exhibit I.

R. Option Shares shall mean the number of shares of Common Stock subject to the option as specified in the Grant Notice.

S. Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.

T. Parent shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each such corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

U. Permanent Disability shall have the meaning assigned to “permanent and total disability” as set forth in Code Section 22(e) (3).

V. Plan shall mean the CorVel Corporation Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan).

W. Securities Act shall mean the Securities Act of 1933, as amended.

X. Service Provider shall mean an individual who renders service on a periodic basis to the Company, its Parent and/or any of its Subsidiaries as an Employee, a non-Employee member of the board of directors or a consultant or independent advisor.

–  –  –

Notwithstanding anything to the contrary in this Schedule A or the Stock Option Agreement to which this Schedule A is attached, the Company shall have the right, in its sole discretion, with or without the consent of the Optionee, to amend this Schedule A to adjust any or all of the targets, dates and/or target EPS amounts as it deems equitable to recognize unusual or non-recurring events, including, but not limited to the Company’s acquisition of another business entity or assets, a corporate merger or other consolidation, or the sale or discontinuation of significant business operations or business units of the Company; changes in tax laws or accounting procedures; and any other extraordinary circumstances.

Exhibit 10.22

–  –  –

Donald C. McFarlane 18 Morningview Circle Lake Oswego, OR United States 97035

ID:

You have been granted an option to acquire CorVel Corporation (the “Corporation”) common stock (the “Common Stock”) as

follows:

–  –  –

A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board (or the board of directors of any Parent or Subsidiary) and consultants and advisors who provide services to the Company (or any Parent or Subsidiary).

B. Optionee is to render valuable services to the Company (or a Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s grant of an option to Optionee.

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix.

–  –  –

1. Grant of Option. Subject to and upon the terms and conditions set forth in this Agreement, Optionee is hereby granted, as of the Grant Date, an option to purchase the Option Shares. The Option Shares shall be purchasable from time to time during the option term at the Exercise Price.

2. Option Term. This option shall expire at the close of business on the Expiration Date, unless sooner terminated in accordance with this Agreement.

–  –  –



Pages:     | 1 |   ...   | 14 | 15 || 17 | 18 |   ...   | 24 |


Similar works:

«Metal, Money and the Prince John Buridan and Nicholas Oresme after Thomas Aquinas Andr´ Lapidus e To cite this version: Andr´ Lapidus. Metal, Money and the Prince John Buridan and Nicholas Oresme after e Thomas Aquinas. History of Political Economy, Duke University Press, 1997, 29 (1), pp.21-53. hal-00344926 HAL Id: hal-00344926 https://hal-paris1.archives-ouvertes.fr/hal-00344926 Submitted on 6 Dec 2008 HAL is a multi-disciplinary open access L’archive ouverte pluridisciplinaire HAL, est...»

«The Effect of Bank Competition on Accounting Choices, Operational Decisions and Bank Stability: A Text Based Analysis Robert M. Bushman Kenan-Flagler Business School University of North Carolina-Chapel Hill Bradley E. Hendricks Ross School of Business University of Michigan Christopher D. Williams Ross School of Business University of Michigan First draft: February 2013 This draft: April 2014 * We thank Christian Leuz, two anonymous referees, Mike Minnis, Stephan Ryan, Derrald Stice, Larry...»

«Foreign Holdings of Federal Debt Marc Labonte Specialist in Macroeconomic Policy Jared C. Nagel Information Research Specialist March 28, 2016 Congressional Research Service 7-5700 www.crs.gov RS22331 Foreign Holdings of Federal Debt Summary This report presents current data on estimated ownership of U.S. Treasury securities and major holders of federal debt by country. Federal debt represents the accumulated balance of borrowing by the federal government. To finance federal borrowing, U.S....»

«Preface National economic planning aims at defining strategic economic objectives and priorities for a country and designing longer term policies and institutional frameworks to achieve them. Complemented in some cases by industrial policies, economic planning is a dynamic attempt to change the structure defining parameters and policy mix of an economy. In market based economies ranging from Western Europe to Asia, planning has been practiced since the end of the Second World War as a key...»

«March 2012 CORPORATE PYRAMIDS IN THE ISRAELI ECONOMY: PROBLEMS AND POLICIES A Report Prepared for the Committee on Increasing Competitiveness in the Economy Lucian Bebchuk * * William J. Friedman and Alicia Townsend Friedman Professor of Law, Economics, and Finance, Director of the Program on Corporate Governance, and Director of the Program on Institutional Investors, Harvard Law School. I also serve as a Research Associate of the National Bureau of Economic Research and Fellow of the European...»

«NOTICE OF PROTECTION PROVIDED BY ALASKA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION This notice provides a brief summary of the Alaska Life and Health Insurance Guaranty Association (Association) and the protection it provides for policyholders. This safety net was created under Alaska law, which determines who and what is covered and the amounts of coverage. The Association was established to provide protection in the unlikely event that your life, annuity, or health insurance company...»

«THE THEORY OF ECONOMIC PROGRESS A STUDY OF THE FUNDAMENTALS OF ECONOMIC DEVELOPMENT AND CULTURAL CHANGE C. E. AYRES Fourth Edition THE ASSOCIATION FOR EVOLUTIONARY ECONOMICS Copyright 1944 by University of North Carolina Press Copyright 1962 by Schocken Books Inc. Copyright 1978 by New Issues Press. Copyright 1996 by The Association of Evolutionary Economics Acknowledgments The Association for Evolutionary Economics is delighted to sponsor this latest edition of The Theory of Economic Progress....»

«Massachusetts Department of Revenue Division of Local Services Navjeet K. Bal, Commissioner Robert G. Nunes, Deputy Commissioner & Director of Municipal Affairs Town of Andover Town and School Finance Study Division of Local Services / Technical Assistance Section May 2010 http://www.mass.gov/dls Department of Revenue/Division of Local Services Town and School Finance Study INTRODUCTION At the request of the Andover Board of Selectmen and School Committee, the Department of Revenue's Division...»

«a330 200 sitzplatz a330 200 sitzplatz SeatGuru Seat Map airberlin Airbus A330 For your next airberlin flight, use this seating chart to get the most comfortable seats, legroom, and recline on Airbus A330-200 (332). Airbus A330-300 Sitzplan Sitzpläne, Saalpläne Der Airbus A330-300 ist das große Schwestermodell des Airbus A330-200. Die Airbus A330 Serie entspricht in etwa der A340 Serie, allerdings nur mit 2 Guter Sitzplatz im Flugzeug (Airbus A330-200) 30.07.2013· Kann mir jemand...»

«Responsive Web Design By Example The eye is depending to implement secured organization during good company home, not not although being modification for the online growth as the report. In them are to create his woman minimum but initial, rather be an amazing balances. However, I were posts adding fees when the long-term will sportsman has not one research. Federal home millions have to visualise I scare the goals around without the applications after an home that is Responsive Web Design by...»

«Thank you for your inquiry. Our process is intended to help you do what you do best. sell real estate. Our Priority Short Sale Services team handles your file as follows: 1. We prefer to receive the order at the initial listing phase. Due to lender’s requirements, we cannot begin processing the file until ALL DOCUMENTS listed on the Required Documents List (attached) are received. They should be submitted to your favorite Escrow Officer or Business Development Manager. You can expect to...»

«2000-2001 BIENNIAL REPORT, Natural Energy Laboratory of Hawaii Authority 2000-2001 BIENNIAL REPORT Natural Energy Laboratory of Hawaii Authority An attached agency of the Department of Business, Economic Development & Tourism STATE OF HAWAII 2000-2001 BIENNIAL REPORT, Natural Energy Laboratory of Hawaii Authority JOINT MESSAGE From the Executive Director and the Chairman of the Board Jeff L. Smith, Executive Director, and Tom Whittemore, Chairman of the Board. Since its inception in 1974, the...»





 
<<  HOME   |    CONTACTS
2016 www.thesis.xlibx.info - Thesis, documentation, books

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.