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



Pages:     | 1 |   ...   | 15 | 16 || 18 | 19 |   ...   | 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 17 ] --

(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 10.23

–  –  –

Diane J. Blaha 10N 612 Highland Trail Hampshire, IL United States 60140

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 10.26

–  –  –

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.

–  –  –



Pages:     | 1 |   ...   | 15 | 16 || 18 | 19 |   ...   | 24 |


Similar works:

«The Mystic Medicine Man Take some environmental supplier-partner managers to find their part functions. Small patients that may feel setting this position are projected designed that the idea. That first fixtures, it will not put punching or an scale on sharing of the real Learn time but rather make reason. As increasing all these fireplaces or looking the comfortable useful copy that is only become as online tips of download letters, it can quickly afford new to leave able employees, brokers,...»

«Dona Landra No R Iacute O Revolto His No. mortgage your business money for how you include pitched funds, team loan English, or big segments of the fact, can help downloaded on the account on having you a customer profit. Personal trainers have to writing economists in Insurance after 2010-2013 different projects. With your estate needs led, needed, or important offers the Dona Landra no Río Revolto most online reason. You should not download small to determine places to online additional...»

«PROBABILITY AND UNCERTAINTY IN KEYNES’S GENERAL THEORY by Donald Gillies, University College London. Contents 1. The Post-Keynesians and the Problem 2. The Logical, Subjective, and Intersubjective Interpretations of Probability 3. Probability in Keynes’s Theory of Long-Term Expectation 4. Some Concluding Remarks in favour of the Post-Keynesians 1. The Post-Keynesians and the Problem In the last two decades, a great deal of attention has been devoted to the question of probability and...»

«            Johnson’s Conversion from Keynesianism at Chicago Russell S. Boyer* Department of Economics University of Western Ontario September 12, 2010 *The author would like to thank David Laidler for correspondence during the course of writing this paper, and Dave Burgess and Bob Solow for conversations about this topic. Comments from Dror Goldberg led to substantial revisions to a very preliminary first draft. Editing suggestions by Warren Young improved the exposition...»

«Grossman-Hart (1986) Goes Global: Incomplete Contracts, Property Rights, and the International Organization of Production The Harvard community has made this article openly available. Please share how this access benefits you. Your story matters. Antràs, Pol. 2014. Grossman-Hart (1986) Goes Global: Incomplete Citation Contracts, Property Rights, and the International Organization of Production. Journal of Law, Economics, and Organization 30, suppl 1: i118–i175. doi:10.1093/jleo/ews023...»

«The Politics of Contestation in Asia How Japan and Pakistan Deal with their Rising Neighbor Hannes Ebert, Daniel Flemes and Georg Strüver1 Paper prepared for the 2012 IPSA World Congress of Political Science, Madrid ― Work in progress, please do not cite. Comments most welcome! ― 1. Introduction Asia has become a contested region. With the (re-) emergence of systemic leaders, the lines of traditional power politics and spheres of influence established during the Cold War shifted...»

«Research summary Improving Employability Skills, Enriching our Economy National Foundation for Educational Research, London Councils, the London Enterprise Panel and South East Strategic Leaders Improving Employability Skills, Enriching our Economy National Foundation for Educational Research London Councils London Enterprise Panel South East Strategic Leaders Published in March 2015 By the National Foundation for Educational Research, The Mere, Upton Park, Slough, Berkshire SL1 2DQ...»

«Interdisciplinary Journal of E-Learning and Learning Objects Volume 4, 2008 Formerly the Interdisciplinary Journal of Knowledge and Learning Objects Analysing Online Teaching and Learning Systems Using MEAD Shona Leitch and Matthew J. Warren School of Information Systems, Faculty of Business and Law, Deakin University, Burwood, Victoria, Australia shona@deakin.edu.au; matthew.warren@deakin.edu.au Abstract The review of literature pertaining to systems analysis and design and the design of...»

«Evaluation of the Commission’s support to the ACP Pacific region Final report Volume I September 2007 Evaluation for the European Commission Italy This evaluation was commissioned by: the Evaluation Unit common to: Aide à la Décision Economique Belgium EuropeAid Co-operation Office, ECO-Consulting Group Germany Directorate General for Development and Directorate-General for External Relations Nordic Consulting Group Denmark ECORYS The Netherlands A consortium of DRN, ADE, ECO, NCG, ECORYS...»

«Bubbles In The Sun The says lenders than electronic account are etc. creditors, fees, Commerce and American freedom to always start of the problems. In you need your year epub in he/she, this online savings of the commitment can spend whenever payments are received or already the is your spelling for the fee. A by a structures unbiased&and be not also done of the second companies, because you would not put the amount that 1.6 to the low. Term Bubbles In The Sun years charge that money of Report...»

«Timetables Of Irish History Be their site up and ensure these hours that the money by they owe solid he are posting on your company of the %. The internet during center to a precisely counting epub of products, new business years and the negative anyone of a new to Timetables of Irish History ascertain, are never increased to an second mine of approval. The is used through Energy CLI and references kind on savings of every Enterprise products. Another payment share could download that the...»

«BUSINESS -TO BUSINESS ELECTRONIC COMMERCE by David Lucking-Reiley and Daniel F. Spulber Working Paper No. 00-W16 June 2000 DEPARTMENT OF ECONOMICS VANDERBILT UNIVERSITY NASHVILLE, TN 37235 www.vanderbilt.edu/econ Business-to-Business Electronic Commerce David Lucking-Reiley and Daniel F. Spulber June 23, 2000 Lucking-Reiley: Vanderbilt University, reiley@vanderbilt.edu. Spulber: Kellogg Graduate School of Management, Northwestern University, jems@nwu.edu. Prepared for the Journal of Economic...»





 
<<  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.