Common use of Assumption of Stock Options Clause in Contracts

Assumption of Stock Options. Before the Effective Time of the Merger, CFSB shall amend, if necessary, the terms of all outstanding stock options granted by CFSB ("UNEXERCISED OPTIONS") pursuant to CFSB's 1990 Stock Option Plan and 1994 Stock Option and Incentive Plan (collectively, the "OPTION PLANS") so that they shall, if and when the Merger becomes effective, cease to represent the right to acquire shares of CFSB Common Stock and each such option shall become by assumption at the Effective Time an option to acquire that number of shares of Old Kent Common Stock equal to (a) the number of shares of CFSB Common Stock subject to the Unexercised Option, multiplied by (b) the Exchange Ratio, rounded to the nearest whole share. The exercise price per share of Old Kent Common Stock under the assumed option shall be equal to the exercise price per share of the CFSB Common Stock that was purchasable under each Unexercised Option divided by the Exchange Ratio (rounded to the nearest whole cent). In addition, each option that is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued thereunder so as not to constitute a modification, extension or renewal of the option within the meaning of section 424 of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminated, Old Kent shall reserve for issuance such number of shares of Old Kent Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after the Effective Time, and in no event later than 15 days after the Effective Time, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SEC"), covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such op- tions so long as unexercised options remain outstanding. At the Effective Time, the Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration of the vesting of any options that have not yet vested. In no event and at no time shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option to receive cash in exchange for the cancellation of such Unexercised Option.

Assumption of Stock Options. Before On the Effective Time of Date, C&S shall assume the Merger, CFSB shall amend, if necessary, the terms of all outstanding stock options granted by CFSB ("UNEXERCISED OPTIONS") Brunswick pursuant to CFSB's 1990 the Brunswick Stock Option Plan referred to in Section 4.2 of this Agreement which are outstanding on the Effective Date, whether or not exercisable ("Brunswick Options"). Each such Brunswick Option so assumed shall continue to be an issued and 1994 outstanding stock option in accordance with its terms and with the terms of the Brunswick Stock Option Plan; provided, however, that (i) from and Incentive Plan (collectivelyafter the Effective Date, the "OPTION PLANS") so that they shall, if and when the Merger becomes effective, cease to represent the right to acquire each such Brunswick Option may be exercised solely for shares of CFSB C&S Common Stock, (ii) the number of whole shares of C&S Common Stock and subject to each such option Brunswick Option shall become by assumption at the Effective Time an option to acquire that number of shares of Old Kent Common Stock be equal to (a) the number of shares of CFSB Brunswick Common Stock subject to such Brunswick Option immediately prior to the Unexercised Option, multiplied by (bEffective Date times the quotient used in Section 2.3(a) of this Agreement for the Exchange Ratioconversion on the Effective Date of each share of Brunswick Common Stock into C&S Common Stock, rounded down to the nearest whole share. The , and (iii) the per share exercise price under each such Brunswick Option shall be adjusted by dividing the per share of Old Kent Common Stock under the assumed option shall be equal to the exercise price per share of the CFSB Common Stock that was purchasable under each Unexercised Option divided by the Exchange Ratio quotient used in Section 2.3 (a) of this Agreement (rounded to the nearest whole cent). In addition; provided further, each option however, that in the case of any Brunswick Option which is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued thereunder so as not to constitute a modification, extension or renewal of the option within the meaning of section 424 422A of the Internal Revenue Code. The duration and other terms and conditions , the excess of the assumed options aggregate fair market of the C&S Common Stock subject to such Incentive Stock Option over the aggregate adjusted price of such option shall be not exceed the same as excess of the original CFSB options, except that any reference aggregate fair market value (determined immediately prior to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminated, Old Kent shall reserve for issuance such number Date) of shares of Old Kent the Brunswick Common Stock as necessary so as (determined on the basis of the Per Share Purchase Price) subject to permit such option over the aggregate unadjusted exercise price of such options. Old Kent shall use its best efforts to file as soon as possible after the Effective Time, and in no event later than 15 days after the Effective Time, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SEC"), covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such op- tions so long as unexercised options remain outstanding. At the Effective Time, the Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration of the vesting of any options that have not yet vested. In no event and at no time shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option to receive cash in exchange for the cancellation of such Unexercised Optionoption.

Assumption of Stock Options. Before the Effective Time of the MergerExcept as expressly provided in this Section 2.2, CFSB shall amend, if necessary, the terms of all outstanding rights under any stock options option granted by CFSB ("UNEXERCISED OPTIONS") Company or its predecessors pursuant to CFSBCompany's 1990 Stock Option Plan and 1994 Stock Option and Incentive Plan existing stock option plans listed on Exhibit B attached hereto (collectively, the "OPTION PLANSCompany Option Plans") so that they shallremain outstanding and unexercised, if and when whether vested or unvested, immediately prior to the Merger becomes effective, Effective Time ("Unexercised Options") shall cease to represent the a right to acquire shares of CFSB Company Common Stock and each such option shall become by assumption at be converted into the Effective Time an option right to acquire that number of shares of Old Kent National City Common Stock equal to (ai) the number of shares of CFSB Company Common Stock subject to the Unexercised Option, multiplied by (bii) the Exchange Ratio, Common Stock Conversion Ratio (rounded to the nearest whole share). Except as provided below, National City shall assume all of the obligations of Company with respect to the Unexercised Options in accordance with the plans, agreements and grants by which such obligations are evidenced. The exercise price per share of Old Kent National City Common Stock under the assumed each new option shall be equal to the exercise price per share of the CFSB Company Common Stock that which was purchasable under each Unexercised Option divided by the Exchange Common Stock Conversion Ratio (rounded to the nearest whole cent)) necessary to assure that the rights and benefits of the optionee under such option shall not be increased or decreased by reason of this Section 2.2. In addition, each option that Unexercised Option which is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued promulgated thereunder so as not to constitute a modification, extension or renewal of the option considered as the granting of a new option within the meaning of section 424 Section 424(h)(1) of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminated, Old Kent shall reserve for issuance such number of shares of Old Kent Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after before the Effective Time, and in no event later than 15 days after the Effective TimeNational City shall file, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SECCommission"), ) covering such options and the sale of the Old Kent National City Common Stock issuable issued upon exercise of such op- tions so long as unexercised options remain outstandingoptions. At the Effective Time, the no additional options or option rights shall be granted pursuant to any Company Option Plans and all such Company Option Plans shall be terminated with respect deemed amended to the granting of any additional options or option rightsthat effect. Old Kent acknowledges The duration and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration other terms and conditions of the vesting of any converted options shall be the same as the original Company options, except that have not yet vested. In no event and at no time reference to Company shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option be deemed to receive cash in exchange for the cancellation of such Unexercised Optionbe references to National City.

Assumption of Stock Options. Before Sterling shall assume the obligations of HBI under the stock options, outstanding as of the date of this Agreement, to purchase 132,657 shares of HBI Common Stock which remain unexercised on the Effective Time Date (the "HBI Options"). The holder(s) of the Merger, CFSB HBI Options shall amend, if necessary, the terms of all outstanding receive stock options granted by CFSB (the "UNEXERCISED OPTIONSExchange Options") pursuant to CFSB's 1990 Stock Option Plan purchase, on the same terms and 1994 Stock Option and Incentive Plan (collectivelyconditions as were applicable under the assumed HBI Options, the "OPTION PLANS") so that they shall, if and when the Merger becomes effective, cease to represent the right to acquire shares of CFSB Common Stock and each such option shall become by assumption at the Effective Time an option to acquire that a number of shares of Old Kent Sterling Common Stock equal to (a) the product of the Exchange Ratio and the number of shares of CFSB HBI Common Stock subject to the Unexercised Option, multiplied by (b) the Exchange Ratio, rounded to the nearest whole sharesuch HBI Options. The exercise price per share of Old Kent Common Stock under the assumed option shall be equal to the exercise price per share of the CFSB Exchange Options shall be equal to the option exercise price per share of HBI Common Stock that was purchasable under each Unexercised Option divided by the Exchange Ratio (the option price per share, as so determined, being rounded upward to the nearest whole full cent). In additionThe Exchange Options to be received by the HBI Option holders shall be subject to proportional adjustment under Section 2.1(b) of this Agreement; provided, however, that the obligation to assume the HBI Options by Sterling is conditioned upon receipt of copies of all executed outstanding options as disclosed on Annex 2.1(c) and receipt of agreements from each option that is of the holders of HBI Options to accept the Exchange Options in exchange therefor. Each Exchange Option shall be exercisable in accordance with the terms of the corresponding HBI Option (including any acceleration of exercisability as a result of the Merger and giving effect to the Exchange Ratio, as provided herein). To the extent an "HBI Option qualifies as an incentive stock option" as defined in option under Section 422 of the Internal Revenue Code Code, the corresponding Exchange Option shall be adjusted as required also so qualify, to the extent permitted by Section 424 of the Internal Revenue Code PCBL, the federal tax laws and the regulations issued thereunder so as not "pooling of interest"accounting rules. Prior to constitute a modification, extension or renewal of the option within the meaning of section 424 of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminatedTime, Old Kent Sterling shall reserve for issuance such and, if not previously registered pursuant to the Securities Act of 1933, as amended, register the number of shares of Old Kent Sterling Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after the Effective Time, and in no event later than 15 days after the Effective Time, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SEC"), covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such op- tions so long as unexercised options remain outstanding. At the Effective Time, the Option Plans shall be terminated satisfy Sterling's obligations with respect to the granting issuance of any additional options or option rights. Old Kent acknowledges and agrees that the Merger would constitute a "change in control" Sterling's Common Stock pursuant to the Option Plans resulting in acceleration exercise of the vesting of any options that have not yet vested. In no event and at no time shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option to receive cash in exchange for the cancellation of such Unexercised OptionExchange Options.

Assumption of Stock Options. Before At the Effective Time Time, Parent shall assume each of the Merger, CFSB shall amend, if necessary, options to purchase NextPoint Common Stock identified on Attachment 3.2(a) to the terms of all outstanding stock options granted by CFSB Diclosure Schedule (the "UNEXERCISED STOCK OPTIONS") pursuant and each holder thereof (each an "OPTION HOLDER") shall thereby be entitled to CFSB's 1990 Stock acquire, by virtue of the Merger and without any action on the part of the Option Plan Holder, on substantially the same terms and 1994 Stock subject to the same conditions, except as may be provided in any agreement with the Option and Incentive Plan (collectivelyHolder, the "OPTION PLANS") so that they shall, if and when the Merger becomes effective, cease to represent the right to acquire shares of CFSB Common Stock and each such option shall become by assumption at the Effective Time an option to acquire that number of shares of Old Kent Parent Common Stock equal to determined by MULTIPLYING (ai) the number of shares of CFSB NextPoint Common Stock subject for which such Stock Option is then exercisable in accordance with its terms immediately prior to the Unexercised Option, multiplied Effective Time by (bii) the Exchange Ratio, quotient of the Participation Amount DIVIDED BY the Average Price (rounded down to the nearest whole share. The ), at an exercise or conversion price per share of Old Kent Parent Common Stock under (rounded up to the assumed option shall be equal to nearest whole cent) determined by DIVIDING the exercise price per share of the CFSB NextPoint Common Stock that was purchasable under each Unexercised of such Stock Option divided immediately prior to the Effective Time by the Exchange Ratio (rounded to quotient of the nearest whole cent)Participation Amount DIVIDED BY the Average Price. In addition, each option It is the intention of the parties that is an the Stock Options assumed by Parent qualify following the Effective Time as "incentive stock optionoptions" as defined in under Section 422 of the Internal Revenue Code shall be adjusted to the extent the Stock Options qualified as required incentive stock options immediately prior to the Effective Time. Except as specifically contemplated by Section 424 this Agreement or the Transaction Documents, the term, exercisability, vesting schedule, and all of the Internal Revenue Code and the regulations issued thereunder so as not to constitute a modification, extension or renewal other terms of the option within the meaning of section 424 of the Internal Revenue CodeStock Options shall otherwise remain unchanged. The duration and other terms and conditions of the assumed options Parent shall be the same as the original CFSB options, except that any reference take all corporate action necessary to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised or terminated, Old Kent shall reserve for issuance such a sufficient number of shares of Old Kent Parent Common Stock as necessary so as to permit the for delivery upon exercise of such optionsthe Stock Options assumed in accordance with this Section 2.7. Old Kent shall use its best efforts to file as soon as possible after the Effective Time, and in no event later than Within 15 days after the Effective Time, Parent shall file a Registration Statement on Form S-8 (or any successor form) under the Securities Act of 1933 (as amended, the "SECURITIES ACT") with respect to all shares of Parent Common Stock subject to such Stock Options that may be registered on a Form S-8, and shall use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SEC"), covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such op- tions Registration Statement for so long as unexercised options such Options remain outstanding. At the Effective Time, the Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration of the vesting of any options that have not yet vested. In no event and at no time shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option to receive cash in exchange for the cancellation of such Unexercised Option.

Assumption of Stock Options. Before the Effective Time of the MergerExcept as expressly provided in this Section 2.2 and subject to any required consents by individual option holders, CFSB shall amend, if necessary, the terms of all outstanding rights under any stock options option granted by CFSB ("UNEXERCISED OPTIONS") Allegiant or its predecessors pursuant to CFSBAllegiant's 1990 Stock Option Plan and 1994 Stock Option and Incentive Plan existing stock option plans (collectively, the "OPTION PLANSAllegiant Option Plans") so that they shallremain outstanding and unexercised, if and when whether vested or unvested, immediately prior to the Merger becomes effective, Effective Time ("Unexercised Options") shall cease to represent the a right to acquire shares of CFSB Allegiant Common Stock and each such option shall become by assumption at be converted into the Effective Time an option right to acquire that number of shares of Old Kent National City Common Stock equal to (a) the number of shares of CFSB Allegiant Common Stock subject to the Unexercised Option, multiplied by (b) the Exchange Ratio, Conversion Ratio (rounded to the nearest whole share). The exercise price per share of Old Kent National City Common Stock under the assumed new option shall be equal to the exercise price per share of the CFSB Allegiant Common Stock that which was purchasable under each Unexercised Option divided by the Exchange Conversion Ratio (rounded to the nearest whole cent). In ) necessary to assure that the rights and benefits of the optionee under such option shall not be increased or decreased by reason of this Section 2.2, and, in addition, each option that which is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued promulgated thereunder so as not to constitute a modification, extension or renewal of the option within the meaning of section 424 Section 424(h) of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised On or terminated, Old Kent shall reserve for issuance such number of shares of Old Kent Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after before the Effective Time, and in no event later than 15 days after the Effective TimeNational City shall file, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SECCommission"), ) covering such options and the sale of the Old Kent National City Common Stock issuable issued upon exercise of such op- tions so long as unexercised options remain outstandingoptions. At the Effective Time, the Time all Allegiant Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges The duration and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration other terms and conditions of the vesting of any new options shall be the same as the original Allegiant options, except that have not yet vested. In no event and at no time reference to Allegiant shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option be deemed to receive cash in exchange for the cancellation of such Unexercised Optionbe references to National City.

Assumption of Stock Options. Before the Effective Time of the MergerExcept as expressly provided in --------------------------- this Section 2.2 and subject to any required consents by individual option holders, CFSB shall amend, if necessary, the terms of all outstanding rights under any stock options option granted by CFSB ("UNEXERCISED OPTIONS") Allegiant or its predecessors pursuant to CFSBAllegiant's 1990 Stock Option Plan and 1994 Stock Option and Incentive Plan existing stock option plans (collectively, the "OPTION PLANSAllegiant Option Plans") so that they shallremain outstanding and unexercised, if and when whether vested or unvested, immediately prior to the Merger becomes effective, Effective Time ("Unexercised Options") shall cease to represent the a right to acquire shares of CFSB Allegiant Common Stock and each such option shall become by assumption at be converted into the Effective Time an option right to acquire that number of shares of Old Kent National City Common Stock equal to (a) the number of shares of CFSB Allegiant Common Stock subject to the Unexercised Option, multiplied by (b) the Exchange Ratio, Conversion Ratio (rounded to the nearest whole share). The exercise price per share of Old Kent National City Common Stock under the assumed new option shall be equal to the exercise price per share of the CFSB Allegiant Common Stock that which was purchasable under each Unexercised Option divided by the Exchange Conversion Ratio (rounded to the nearest whole cent). In ) necessary to assure that the rights and benefits of the optionee under such option shall not be increased or decreased by reason of this Section 2.2, and, in addition, each option that which is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued promulgated thereunder so as not to constitute a modification, extension or renewal of the option within the meaning of section 424 Section 424(h) of the Internal Revenue Code. The duration and other terms and conditions of the assumed options shall be the same as the original CFSB options, except that any reference to CFSB shall be consid- ered to be references to Old Kent. At all times after the Effective Time until all such options have been exercised On or terminated, Old Kent shall reserve for issuance such number of shares of Old Kent Common Stock as necessary so as to permit the exercise of such options. Old Kent shall use its best efforts to file as soon as possible after before the Effective Time, and in no event later than 15 days after the Effective TimeNational City shall file, and use its best efforts to maintain the effectiveness of, a registration statement with the Securities and Exchange Commission (the "SECCommission"), ) covering such options and the sale of the Old Kent National City Common Stock issuable issued upon exercise of such op- tions so long as unexercised options remain outstandingoptions. At the Effective Time, the Time all Allegiant Option Plans shall be terminated with respect to the granting of any additional options or option rights. Old Kent acknowledges The duration and agrees that the Merger would constitute a "change in control" pursuant to the Option Plans resulting in acceleration other terms and conditions of the vesting of any new options shall be the same as the original Allegiant options, except that have not yet vested. In no event and at no time reference to Allegiant shall CFSB (including its board of directors or any committee thereof) permit or allow the holder of any Unexercised Option be deemed to receive cash in exchange for the cancellation of such Unexercised Optionbe references to National City.