Common use of Company Stock Option Plan Clause in Contracts

Company Stock Option Plan. (i) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding option to acquire Company Common Shares, whether or not vested or exercisable ("Company Options") granted under The Elder-Beerman Stores Corp. Equity and Performance Incentive Xxxx, as amended and restated as of September 21, 2000 (the "Company Option Plan"), shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Transaction Consideration per share over the per share exercise price thereof and (B) the number of Company Common Shares subject thereto (the "Option Amount") (such payment to be net of applicable withholding taxes). 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 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of an Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Options as set forth in this Section 3.01(e). (ii) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding Deferred Share (as such term is defined in the Company Option Plan), whether or not subject to deferral limitations under the Company Option Plan, granted under the Company Option Plan shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the Transaction Consideration (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Transaction Consideration for each Deferred Share 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 Deferred Shares in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of a Deferred Share shall have any other rights in respect thereof other than to receive payment for his or her Deferred Shares as set forth in this Section 3.01(e). (iii) Except as provided herein or as otherwise agreed in writing by the parties, the Company shall take all actions prior to or as of the Closing Date to the effect that the Company Option Plan and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company shall terminate as of the Effective Time. The Company shall exercise its reasonable best efforts to ensure that as of the Effective Time no Person, other than Parent, Sub or their Affiliates shall have any option, warrant or other right to acquire any Company Common Shares or any other equity interest in the Company under the Company Option Plan or any other plan, program, arrangement or agreement maintained by the Company or to which the Company is a party. (iv) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Option Plan) shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 3.01(e)(i) and (ii), subject, if necessary, to obtaining consents of the holders of Company Options and/or Deferred Shares to the cancellation thereof in exchange for the consideration set forth in Section 3.01(e)(i) and (ii).

Company Stock Option Plan. (ia) At the Effective Time, subject to Section 6.12(b), Parent shall assume all of the Company’s rights and obligations under the Company Options and the Company Stock Option Plan. Subject to paragraph (iii) belowSection 6.12(b), the Company Options shall be assumed in accordance with the terms and conditions of the Company Stock Option Plan and on the same terms and conditions as were applicable under the Company Stock Option Plan immediately prior to the Effective Time, each outstanding option except that, from and after the Effective Time: (i) all actions to acquire be taken under the Company Common Shares, whether Stock Option Plan or not vested or exercisable ("the Company Options") granted under The Elder-Beerman Stores Corp. Equity and Performance Incentive Xxxx, as amended and restated as of September 21, 2000 (the "Company Option Plan"), shall be cancelled Options by the Company. In consideration ’s Board of such cancellation, the holder thereof Directors (or a committee thereof) shall be entitled taken by the Board of Directors of Parent (or a committee thereof), (ii) each Company Option shall evidence the right to receive from purchase a number of shares of Post-Conversion Parent Common Stock (rounded down to the nearest whole share) equal to the number of shares of Company at Capital Stock into which such Company Options are exercisable immediately prior to the Effective Time an amount in respect thereof equal multiplied by the applicable Exchange Ratio, (iii) the new option price for each share of Post-Conversion Parent Common Stock issuable upon exercise of a Company Option shall be determined by dividing the option exercise price immediately prior to the product of Effective Time by the applicable Exchange Ratio (Arounded up to the nearest cent), and (iv) all references in the excessCompany Options and the Company Stock Option Plan to the Company and Company Capital Stock shall be deemed to be references to Parent and Post-Conversion Parent Common Stock, if anyrespectively, of after giving effect to the Transaction Consideration per share over adjustments pursuant to clauses (ii) and (iii) above. Notwithstanding the per share foregoing, the exercise price thereof and (B) the number of shares of Post-Conversion Parent Common Stock subject to each Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code to the extent applicable; and provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the option exercise price, the number of shares subject to such Option and the terms and conditions of exercise of such Company Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged as a result of the assumption of such Company Option. (b) Subject to Section 6.12(b), Parent shall reserve for issuance a sufficient number of shares of Post-Conversion Parent Common Shares subject thereto Stock for delivery upon exercise of the Company Options assumed by Parent. Within sixty (the "Option Amount"60) (such payment to be net of applicable withholding taxes). Prior to days following the Effective Time, the Company Parent shall deposit in file a bank account an amount of cash equal registration statement on Form S-8 (or any successor form) with respect to the Option Amount for each Company Option then outstanding (shares of Post-Conversion Parent Common Stock 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 held by persons who become employees or consultants of the Surviving Company and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Options remain outstanding. (c) Parent shall amend its 2013 Stock Option and Incentive Plan providing for an aggregate grant of awards to qualified participants of not more than 3,111,587 shares of Parent Common Stock (which shall include the Company Options that will be assumed by Parent in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e6.11), no holder of an Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Options as set forth in this Section 3.01(e). (ii) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding Deferred Share (as such term is defined in the Company Option Plan), whether or not subject to deferral limitations under the Company Option Plan, granted under the Company Option Plan shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the Transaction Consideration (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Transaction Consideration for each Deferred Share 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 Deferred Shares in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of a Deferred Share shall have any other rights in respect thereof other than to receive payment for his or her Deferred Shares as set forth in this Section 3.01(e). (iii) Except as provided herein or as otherwise agreed in writing by the parties, the Company shall take all actions prior to or calculated as of the Closing Date to the effect that the Company Option Plan and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company shall terminate as of the Effective Time. The Company shall exercise its reasonable best efforts to ensure that as of the Effective Time no Person, other than Parent, Sub or their Affiliates shall have any option, warrant or other right to acquire any Company Common Shares or any other equity interest in the Company under the Company Option Plan or any other plan, program, arrangement or agreement maintained by the Company or to which the Company is a partyClosing. (iv) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Option Plan) shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 3.01(e)(i) and (ii), subject, if necessary, to obtaining consents of the holders of Company Options and/or Deferred Shares to the cancellation thereof in exchange for the consideration set forth in Section 3.01(e)(i) and (ii).

Company Stock Option Plan. (i) Subject to paragraph (iiiii) belowbelow and to the terms of the Management Letters, immediately prior to the Effective Time, each outstanding option to acquire Company Common Shares, whether or not vested or exercisable Shares ("Company Options") granted under The Elder-Beerman Stores Corp. Equity and Performance Incentive Xxxx, as amended and restated as of September 21, 2000 Plan (the xxx "Company Xxxxxxy Option Plan"), whether or not then exercisable, shall be cancelled by the Company. In , and in consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Transaction Consideration Merger Price per share over the per share exercise price thereof and (B) the number of Company Common Shares subject thereto (the "Option Amount") (such payment to be net of applicable withholding taxes). 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 3.01(e2.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e2.01(e), no holder of an Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Options as set forth in this Section 3.01(e2.01(e). (ii) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding Deferred Share (as such term is defined in the Company Option Plan), whether or not subject to deferral limitations under the Company Option Plan, granted under the Company Option Plan shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the Transaction Consideration (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Transaction Consideration for each Deferred Share 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 Deferred Shares in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of a Deferred Share shall have any other rights in respect thereof other than to receive payment for his or her Deferred Shares as set forth in this Section 3.01(e). (iii) Except as provided herein or as otherwise agreed in writing by the parties, the Company shall take all actions prior to or as of the Closing Date to the effect that the Company Option Plan and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company shall terminate as of the Effective Time. The Company shall exercise its reasonable best efforts to ensure that as of following the Effective Time no Personcurrent or former employee, other than Parentofficer, Sub director or their Affiliates consultant shall have any option, warrant or other right option to acquire any Company Common Shares or any other equity interest in the Company under the Company Option Plan or any other plan, program, program or arrangement or agreement maintained by the Company or to which the Company is a partyCompany. (iviii) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Option Plan) shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 3.01(e)(i) and (ii2.01(e)(i), subject, if necessary, to obtaining consents of the holders of Company Options and/or Deferred Shares to the cancellation thereof in exchange for the consideration set forth in Section 3.01(e)(i) and (ii2.01(e)(i).

Company Stock Option Plan. (i) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding option to acquire Company Common Shares, whether or not vested or exercisable ("Company Options") granted under The ElderXxxxx-Beerman Xxxxxxx Stores Corp. Equity and Performance Incentive XxxxPlan, as amended and restated as of September 21, 2000 (the "Company Option Plan"), shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the product of (A) the excess, if any, of the Transaction Consideration per share over the per share exercise price thereof and (B) the number of Company Common Shares subject thereto (the "Option Amount") (such payment to be net of applicable withholding taxes). 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 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of an Option shall have any other rights in respect thereof other than to receive payment, if any, for his or her Options as set forth in this Section 3.01(e). (ii) Subject to paragraph (iii) below, immediately prior to the Effective Time, each outstanding Deferred Share (as such term is defined in the Company Option Plan), whether or not subject to deferral limitations under the Company Option Plan, granted under the Company Option Plan shall be cancelled by the Company. In consideration of such cancellation, the holder thereof shall be entitled to receive from the Company at the Effective Time an amount in respect thereof equal to the Transaction Consideration (such payment to be net of applicable withholding taxes). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the Transaction Consideration for each Deferred Share 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 Deferred Shares in accordance with this Section 3.01(e). From and after the Effective Time, other than as expressly set forth in this Section 3.01(e), no holder of a Deferred Share shall have any other rights in respect thereof other than to receive payment for his or her Deferred Shares as set forth in this Section 3.01(e). (iii) Except as provided herein or as otherwise agreed in writing by the parties, the Company shall take all actions prior to or as of the Closing Date to the effect that the Company Option Plan and any other plan, program or arrangement with any current or former employee, officer, director or consultant providing for the issuance or grant of any interest in respect of the capital stock of the Company shall terminate as of the Effective Time. The Company shall exercise its reasonable best efforts to ensure that as of the Effective Time no Person, other than Parent, Sub or their Affiliates shall have any option, warrant or other right to acquire any Company Common Shares or any other equity interest in the Company under the Company Option Plan or any other plan, program, arrangement or agreement maintained by the Company or to which the Company is a party. (iv) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee administering the Company Option Plan) shall adopt such resolutions or take such actions as are necessary to carry out the terms of Section 3.01(e)(i) and (ii), subject, if necessary, to obtaining consents of the holders of Company Options and/or Deferred Shares to the cancellation thereof in exchange for the consideration set forth in Section 3.01(e)(i) and (ii).