Extract to table

The aggregate intrinsic value of outstanding options (the spread between the exercise price and the per-share purchase price) represents a material component of the Transaction consideration and must be addressed in the SPA

Reeves holds any unvested equity awards at the time of a Change of Control, such awards shall become immediately and fully vested

Reeves's base amount), the waiver of his existing Change of Control severance rights, and the value of the post-closing equity grant and other compensation — must be analyzed under Section 280G of the Code to determine whether any portion constitutes an "excess parachute payment

Reeves may be a "disqualified individual" within the meaning of Section 280G, and the analysis must account for all payments contingent on or related to the change of control

Additionally, any severance payments that these individuals may receive within the 12-month post-closing window under their double-trigger change of control provisions, or any retention bonuses received under the retention pool, must be included in the calculation