Common use of Company Option Plans Clause in Contracts

Company Option Plans. (a) Parent and the Company shall take all actions necessary so that, immediately prior to the earlier of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (A) each outstanding option to purchase Common Shares (an "Option") granted under the Company's 1995 Employee Stock Option and Restricted Stock Plan, 1995 Directors Plan, 1989 Stock Option Plan and Non-Employee Directors Stock Option Plan (collectively, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (B) each Option which is then outstanding shall be cancelled and (C) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the Offer, the Company shall pay to such holders of Options an amount in respect thereof equal to the product of (1) the excess of the Merger Price over the exercise price thereof and (2) the number of Common Shares subject thereto (such payment to be net of taxes required by law to be withheld with respect thereto); provided that the foregoing shall be subject to the obtaining of any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consents.

Company Option Plans. (a) Parent and the The Company shall take all actions necessary so that, immediately prior to the earlier of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (A) each outstanding option to purchase Common Shares (an "Option") granted under the Company's 1995 Employee Discount Stock Option and Restricted Stock Plan, 1995 Directors Incentive Stock Option Plan, 1989 1985 Incentive Stock Option Plan and Non-Employee Directors 1982 Incentive Stock Option Plan (collectively, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (B) each Option which is then outstanding shall be cancelled and (C) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the OfferMerger, the Company shall promptly pay to such holders of Options an amount in respect thereof equal to the product of (1) the excess of the Merger Price over the exercise price thereof and (2) the number of Common Shares subject thereto (such payment to be net of taxes required by law to be withheld with respect thereto); provided that the foregoing shall be subject to the obtaining of any necessary consents of holders of Options, it being agreed that the Company and Parent will use their commercially reasonable best efforts to obtain any such consents.. SECTION 2.10

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, immediately prior to the earlier effective as of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") granted under the Company's 1995 Employee 1992 Non-Qualified Stock Option and Restricted Stock Plan, as amended (the "Employee Option Plan"), and each outstanding non-employee director option to purchase Shares ("Director Options" and collectively with Employee Options, "Options") granted under the Company's 1995 Directors Plan, 1989 Non-Qualified Stock Option Plan and for Non-Employee Directors Stock Directors, as amended (the "Director Option Plan (collectivelyPlan" and collectively with the Employee Option Plan, the "Option Plans"), ) whether or not then exercisable or vested, shall become fully exercisable and vested, (B) each Option which is then outstanding shall be cancelled and (Cii) in consideration of such cancellation, and except to Parent shall, or shall cause the extent that Parent or the Purchaser and the holder of any such Option otherwise agreeSurviving Corporation to, immediately following consummation of the Offer, the Company shall pay to such holders of Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof of each such Option and (2B) the number of Common Shares subject thereto (such payment payment, if any, to be net of taxes required by law to be withheld with respect theretoapplicable withholding and excise taxes); provided that the foregoing shall be subject to the obtaining . As of any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consents.the

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, immediately prior to the earlier effective as of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") ), whether or not granted under the Company's Dawson Production Services, Inc. Amended and Restated 1995 Employee Stock Incentive Xxxx (the "Option Plan") and Restricted Stock Planeach outstanding non-employee director option to purchase Shares, 1995 Directors Plan, 1989 Stock Option Plan and Non-Employee Directors Stock whether or not granted under the Option Plan (collectively"Director Options" and collectively with Employee Options, the "Option PlansOptions"), whether or not then exercisable or vested, shall become fully exercisable and vested, and (Bii) each Option which is then outstanding that, pursuant to its terms, can be cancelled by the Company without the holder's consent shall be cancelled cancelled, and (C) each other Option which its holder elects to cancel shall be cancelled, and in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the Offer, the Company shall pay to such holders of such cancelled Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof and (2B) the number of Common Shares subject thereto (such payment to be net of taxes required applicable withholding and excise taxes). Notwithstanding the foregoing, any pay ment to the holders of Options contemplated by law to this Section 2.3 may be withheld with in respect thereto); provided that the foregoing shall be subject to the obtaining of any Option until any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consentsor releases are obtained.

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, immediately prior to the earlier effective as of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") ), whether or not granted under the Company's Dawson Production Services, Inc. Amended and Restated 1995 Employee Stock Incentivx Xxxx (the "Option Plan") and Restricted Stock Planeach outstanding non-employee director option to purchase Shares, 1995 Directors Plan, 1989 Stock Option Plan and Non-Employee Directors Stock whether or not granted under the Option Plan (collectively"Director Options" and collectively with Employee Options, the "Option PlansOptions"), whether or not then exercisable or vested, shall become fully exercisable and vested, and (Bii) each Option which is then outstanding that, pursuant to its terms, can be cancelled by the Company without the holder's consent shall be cancelled cancelled, and (C) each other Option which its holder elects to cancel shall be cancelled, and in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the Offer, the Company shall pay to such holders of such cancelled Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof and (2B) the number of Common Shares subject thereto (such payment to be net of taxes required applicable withholding and excise taxes). Notwithstanding the foregoing, any payment to the holders of Options contemplated by law to this Section 2.3 may be withheld with in respect thereto); provided that the foregoing shall be subject to the obtaining of any Option until any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consentsor releases are obtained.

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, effective immediately prior to the earlier acceptance of (1) the acceptance Shares for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective TimeOffer, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") granted under the Company's 1995 Employee Stock Option and Restricted Stock Plan, 1995 Directors Plan, 1989 Stock Option Plan and NonLong-Employee Directors Term Incentive Stock Option Plan (collectivelythe "ISO Plan") or the Company's 1995 Omnibus Stock Incentive Plan (the "1995 Option Plan") and each outstanding non- employee director option to purchase Shares ("Director Options" and collectively with Employee Options, "Options") granted under the Company's Outside Director Stock Option Plan (the "Director Plan" and collectively with the ISO Plan and the 1995 Option Plan, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (Bii) each Option which that is then outstanding shall be cancelled and (Ciii) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the OfferCompany (or, at Parent's option, the Company Purchaser) shall pay to such holders of Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof of each such Option and (2B) the number of Common Shares subject thereto (such payment to be net of taxes required by law to be withheld with respect theretoapplicable withholding taxes); provided that the foregoing shall be subject to the obtaining of any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consents. SECTION 3.

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, effective immediately prior to the earlier acceptance of (1) the acceptance Shares for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective TimeOffer, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") granted under the Company's 1995 Employee Stock Option and Restricted Stock Plan, 1995 Directors Plan, 1989 Stock Option Plan and NonLong-Employee Directors Term Incentive Stock Option Plan (collectivelythe "ISO Plan") or the Company's 1995 Omnibus Stock Incentive Plan (the "1995 Option Plan") and each outstanding non-employee director option to pur- 2 chase Shares ("Director Options" and collectively with Employee Options, "Options") granted under the Company's Outside Director Stock Option Plan (the "Director Plan" and collectively with the ISO Plan and the 1995 Option Plan, the "Option Plans"), whether or not then exercisable or vested, shall become fully exercisable and vested, (Bii) each Option which that is then outstanding shall be cancelled and (Ciii) in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the OfferCompany (or, at Parent's option, the Company Purchaser) shall pay to such holders of Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof of each such Option and (2B) the number of Common Shares subject thereto (such payment to be net of taxes required by law to be withheld with respect theretoapplicable withholding taxes); provided that the foregoing shall be subject to the obtaining of any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consents.

Company Option Plans. (a) Parent and the Company shall take all actions necessary so to provide that, immediately prior to the earlier effective as of (1) the acceptance for payment and purchase of Securities by the Purchaser pursuant to the Offer and (2) the Effective Time, (Ai) each outstanding employee stock option to purchase Common Shares (an "Employee Option") ), whether or not granted under the Company's Dawsxx Xxxduction Services, Inc. Amended and Restated 1995 Employee Stock Incentive Plan (the "Option Plan") and Restricted Stock Planeach outstanding non-employee director option to purchase Shares, 1995 Directors Plan, 1989 Stock Option Plan and Non-Employee Directors Stock whether or not granted under the Option Plan (collectively"Director Options" and collectively with Employee Options, the "Option PlansOptions"), whether or not then exercisable or vested, shall become fully exercisable and vested, and (Bii) each Option which is then outstanding that, pursuant to its terms, can be cancelled by the Company without the holder's consent shall be cancelled cancelled, and (C) each other Option which its holder elects to cancel shall be cancelled, and in consideration of such cancellation, and except to the extent that Parent or the Purchaser and the holder of any such Option otherwise agree, immediately following consummation of the Offer, the Company shall pay to such holders of such cancelled Options an amount in respect thereof equal to the product of (1A) the excess excess, if any, of the Merger Offer Price over the exercise price thereof and (2B) the number of Common Shares subject thereto (such payment to be net of taxes required applicable withholding and excise taxes). Notwithstanding the foregoing, any payment to the holders of Options contemplated by law to this Section 2.3 may be withheld with in respect thereto); provided that the foregoing shall be subject to the obtaining of any Option until any necessary consents of holders of Options, it being agreed that the Company and Parent will use their reasonable best efforts to obtain any such consentsor releases are obtained.