Common use of Company Equity Plans Clause in Contracts

Company Equity Plans. (i) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s 1997 Stock Incentive Plan, 1997 Stock Option Plan, 1997 Outside Directors Stock Option Plan, and 2004 Equity Incentive Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company after the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options to the extent such Company Options shall not theretofore have been exercised (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.1(d). From and after the Effective Time, other than as expressly set forth in this Section 2.1(d), no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(d). At the Effective Time, each Company Option with an exercise price equal to or greater than the Merger Price shall terminate, in accordance with their terms, without payment of any consideration.

Company Equity Plans. (i) Subject to paragraph (iiiii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s 1997 Stock Incentive Plan, 1997 Key Employee Stock Option Plan, 1997 the Restaurant Management Stock Option Plan, the 1995 Outside Directors Stock Option Plan, the 1998 Stock Option Plan and 2004 Equity Incentive the 1999 Nonstatutory Stock Option Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company after at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price per share over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options Options, including shares, if any, which would otherwise be unvested or non-exercisable prior to the extent such Company Options shall not theretofore have been exercised Closing Date (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately prior Company shall take all necessary actions (including providing all required notices and obtaining all applicable consents) to ensure that all outstanding Company Options and all Company Option Plans are terminated as of the Effective Time. Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to the holders of such Company Options in accordance with this Section 2.1(d2.1(e). From and after the Effective Time, other than as expressly set forth in this Section 2.1(d2.1(e), (i) no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(d). At 2.1(e) and (ii) any Company Option not otherwise exercised and/or cancelled prior to the Effective Time, each on account of the lack of such option holder’s consent (if required) to terminate such Company Option, shall nevertheless automatically be terminated as required pursuant to the Company Option with an exercise price equal Plan and applicable Company Option agreement, and the holder of such terminated Company Option shall forfeit any and all rights to any proceeds or greater than other consideration, including specifically the Merger Price shall terminateOption Amount, in accordance with their terms, without payment on account of any considerationthe termination and cancellation of such Company Option.

Company Equity Plans. (i) Subject to paragraph (iiiii) below, immediately prior to the Effective Time, each outstanding right to acquire Company Common Stock (“Company Options”) granted under the Company’s 1997 Stock Incentive Plan, 1997 Key Employee Stock Option Plan, 1997 the Restaurant Management Stock Option Plan, the 1995 Outside Directors Stock Option Plan, the 1998 Stock Option Plan and 2004 Equity Incentive the 1999 Nonstatutory Stock Option Plan (collectively, the “Company Option Plans”), whether or not then exercisable, shall be cancelled by the Company, and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company after at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Merger Price per share over the per share exercise price thereof and (B) the total number of shares of Company Common Stock subject to the Company Options Options, including shares, if any, which would otherwise be unvested or non-exercisable prior to the extent such Company Options shall not theretofore have been exercised Closing Date (the “Option Amount”) (such payment to be net of applicable withholding taxes). Immediately prior Company shall take all necessary actions (including providing all required notices and obtaining all applicable consents) to ensure that all outstanding Company Options and all Company Option Plans are terminated as of the Effective Time. Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Option Amount for each Company Option then outstanding (subject to any applicable withholding tax), together with instructions that such cash be promptly distributed following the Effective Time to Table of Contents the holders of such Company Options in accordance with this Section 2.1(d2.1(e). From and after the Effective Time, other than as expressly set forth in this Section 2.1(d2.1(e), (i) no holder of a Company Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Company Options as set forth in this Section 2.1(d). At 2.1(e) and (ii) any Company Option not otherwise exercised and/or cancelled prior to the Effective Time, each on account of the lack of such option holder’s consent (if required) to terminate such Company Option, shall nevertheless automatically be terminated as required pursuant to the Company Option with an exercise price equal Plan and applicable Company Option agreement, and the holder of such terminated Company Option shall forfeit any and all rights to any proceeds or greater than other consideration, including specifically the Merger Price shall terminateOption Amount, in accordance with their terms, without payment on account of any considerationthe termination and cancellation of such Company Option.