Common use of Company Stock Options Clause in Contracts

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At the Effective Time, each Company Stock Option, without any action on the part of the Company, Parent, Merger Sub or the holder of any such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated.

Company Stock Options. (a) The At the Effective Time, by virtue of the Merger and without any further action on the part of the Company represents or the holder thereof, each unexpired and warrants that each unexercised option to acquire Shares granted under any purchase shares of Company Equity Plans or any other agreement Common Stock (each, a “Company Stock Option”) outstanding under the Company Stock Plans (as hereinafter defined) or otherwise granted by the Company outside of any Company Stock Plan, will be assumed by DIMON as hereinafter provided. To the extent that the “vesting” or exercisability (or acceleration of “vesting” or exercisability) of any Company Stock Option is permitted in connection with the Merger but not fully exercisable required by the applicable governing instruments, then the Company shall take all reasonable action within its control to cause such exercisability or acceleration not to occur and shall otherwise cause the Company Stock Options to be converted into DIMON Stock Options as provided herein (but, for the avoidance of doubt, shall not be required to make any amendment to such governing instrument that would require the consent of the date holder of this Agreement will automatically become fully vested and exercisable immediately prior such instrument or the approval of the Company’s shareholders). Notwithstanding the foregoing, the Company may take action to the Effective Time pursuant to amend the terms of the applicable Company Equity Stock Plans and or Company Stock Options granted thereunderto provide that vesting or exercisability of Company Stock Options held by any individual shall occur if, within two years after the Effective Time, such individual’s employment or service with the Surviving Corporation is terminated by the Surviving Corporation other than for cause or such individual resigns for good reason (as defined below). At the Effective Time, each Company Stock Option, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub Company or the holder of any such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option will be automatically converted into an option (the “DIMON Stock Option”) to purchase the Merger Consideration at a price equal to the exercise price specified in such Company Stock Option as adjusted for the Merger. Such DIMON Stock Option shall otherwise be subject to the same terms and conditions as such Company Stock Option. At the Effective Time, (i) all references to the Company in the Company Stock Plans, the applicable stock option or other awards agreements issued thereunder and in any other Company Stock Options shall be cancelled deemed to refer to DIMON; and (ii) DIMON shall assume the applicable Company Equity Stock Plans shall be terminatedand all of the Company’s obligations with respect to the Company Stock Options.

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement Option Plan (each, a “"Company Stock Option”") that is not fully vested and exercisable as and that is outstanding immediately prior to the occurrence of the date consummation of this Agreement will the Offer (the "Trigger Event") shall automatically become fully vested and exercisable immediately prior to the Effective Time Trigger Event pursuant to the terms of the applicable Company Equity Option Plans and Company Stock Options granted thereunder. At the Effective Time, each Company Stock Option, without any action on the part of the Company, Parent, Merger Sub Subsidiary or the holder of any such Company Stock Option. On the Acceptance Date, each outstanding Company Stock Option, without any action on the part of Parent, Merger Subsidiary or the holder of any such Company Stock Option, shall be cancelled and converted into shall solely represent the right to receive an amount in cash, without interest, equal to (ia) the Per Share Stock Option Consideration multiplied by (iib) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided Trigger Event. The Company covenants and agrees that on or prior to the Acceptance Date it shall take all requisite action, if any, necessary to effect the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereofpreceding sentence. Any payment made pursuant to this Section 3.4(a3.08(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (Ai) the Code, (Bii) any applicable state, local or foreign Tax Laws or laws and (Ciii) any other applicable Lawslaws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, Company shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a3.08(a) by checks payable to the holders of such Company Stock Options unless the aggregate amount payable to a particular individual exceeds $500,000, in which event payment shall be made by wire transfer of immediate available funds upon receipt by the Company of written payment instructions from the relevant option holder. Upon written notice from the Company, Parent shall cause Merger Subsidiary to pay to the Company an amount in cash sufficient to fund the Company's payment obligation under this Section 3.08(a) as such amounts are paid (but such amount to be set forth in no event later than five (5) Business Days following the Effective Timesuch written notice). The Company shall take all requisite action so that, at immediately following the Effective Timepayments described in this Section 3.08(a), each Company Stock Option shall be cancelled and the applicable and, after all outstanding Company Equity Stock Options have been cancelled, all Company Option Plans shall be terminated.

Company Stock Options. (a) The Prior to Closing, the Company represents and warrants that shall require each holder of an option to acquire Shares purchase shares of Company Common Stock granted under any the Company Equity Stock Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as to execute a stock Option Cash-out Agreement (each, an “Option Cash-out Agreement”), which shall be in form and substance reasonably acceptable to Parent, and which shall provide for a full release from such holder of the date of this Agreement will automatically become fully vested and exercisable immediately prior any claims related to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At against the Effective TimeCompany and Company Bank (other than claims related to the nonpayment of any Option Payments), and shall provide that each Company Stock OptionOption held by such holder, without any action on the part of the Company, Parent, Merger Sub whether vested or the holder of any such Company Stock Optionunvested, shall be cancelled and converted into by the right Company in consideration for which the holder thereof shall thereupon be entitled to receive receive, promptly after the Effective Time a cash payment in respect of such cancellation from the Company in an amount in cashamount, without interest, equal to the product of (i) the Per Share number of shares of Company Common Stock subject to such Company Stock Option Consideration multiplied by and (ii) the aggregate number excess, if any, of Shares into which (x) the Per Share Merger Consideration, minus (y) the exercise price per share of Company Common Stock subject to such Company Stock Option (collectively, the “Option Payments”). Prior to the Closing, the Company shall take all actions necessary or appropriate to give effect to such actions, including the adoption of any necessary amendments to the applicable Company Stock Option was exercisable immediately prior Plans and any award or similar agreements with respect to the Effective Timeany Company Stock Options; provided that if the exercise price per Share of Company shall not make any such Company Stock Option is equal to consent or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) similar payments to the holder of any Company Stock Options in connection with the entry into any Option shall be reduced by Cash-out Agreement or any income amendment to any award or employment Tax withholding required under (A) the Code, (B) similar agreement with respect to any applicable state, local or foreign Tax Laws or (C) any other applicable LawsCompany Stock Options. To the extent that any amounts are so withheld, those amounts The Option Payments shall be treated as having been paid compensation and shall be payable by the Surviving Corporation pursuant to the holder Section 2.4(c) net of that Company Stock Option for all purposes under this Agreement. The Companyapplicable federal, or state and local Taxes required to be withheld by the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated.

Company Stock Options. (a) The Company represents and warrants that each Each option to acquire Shares granted under any purchase Company Equity Plans or any other agreement Common Stock (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested issued and exercisable outstanding immediately prior to the Effective Time (whether or not then-vested) shall be cancelled and converted into only the right to receive the cash consideration as determined pursuant to the terms next two sentences. With respect to each Company Stock Option that has a per share exercise price that is less than the Merger Consideration (an “In the Money Option”), each holder of such In the Money Option shall be entitled to receive an amount in cash equal to the product of (A) the number of shares of Company Common Stock as to which such In the Money Option could be exercised (assuming full vesting), multiplied by (B)(i) the Merger Consideration less (ii) the per share exercise price of such In the Money Option (the “Option Consideration”). Any Company Stock Option that is not an In the Money Option shall be cancelled immediately prior to the Effective Time without any payment or continuing liability of the applicable Company Equity Plans and Company Stock Options granted thereunderor the Surviving Corporation in respect thereof. At the Effective Time, each Company Stock Option, without any action on Parent shall deliver to the part Surviving Corporation cash in an amount equal to the aggregate Option Consideration payable to holders of In the Company, Parent, Merger Sub or the holder of any such Company Stock Option, shall be Money Options that were cancelled and converted into the right to receive an amount in cashOption Consideration pursuant to this Section 1.6(d), without interestand the Surviving Corporation shall promptly deliver such cash to the holders of In the Money Options entitled thereto. The Company shall, equal prior to the Effective Time, use its commercially reasonable efforts to take such action, adopt such amendments, and obtain all such consents, as shall be required (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable to cause all then outstanding Company Stock Option was exercisable Options to become fully vested immediately prior to the Effective Time; provided and (ii) to cancel, effective immediately prior to the Effective Time, all then outstanding Company Stock Options such that if the exercise price per Share holder of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, shall have no further interest in such Company Stock Option shall be cancelled without any cash payment being made Option, or rights in respect thereof. Any payment made pursuant thereof or with respect thereto, other than the right to this Section 3.4(a) receive the applicable Option Consideration as provided above; provided, that the failure of any Guarantor to grant consent to any amendment to the holder terms of any Company Stock Option Options (or the related award or option agreement) shall not be reduced by any income or employment Tax withholding required under (A) deemed to result in a violation of the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes Company’s obligations under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time1.6(d). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated.

Company Stock Options. Promptly after the date hereof, the Company shall use its commercially reasonable efforts to solicit the consent of the holders (a"Option Consents") The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “of the outstanding Company Stock Option”Options which require holder consent to cancel such Company Stock Options (whether or not then exercisable) that is and the Company shall take such action as may be necessary with respect to outstanding Company Stock Options which do not fully exercisable require holder consent to cancel such Company Stock Options (whether or not then exercisable), to cancel the Company Stock Options effective as of the date Effective Time in exchange for a single lump sum cash payment from the Company or, at Parent's option, Parent equal to the product of this Agreement will automatically become fully vested and exercisable (i) the number of shares of Company Common Stock subject to each such Company Stock Option (whether or not then exercisable) immediately prior to the Effective Time pursuant and (ii) the excess, if any, of the closing price of Company Common Stock on the day prior to the Closing Date over the exercise price per share under each such Company Stock Option (less the amount of any withholding taxes that may be required with respect thereto). The Company shall use its commercially reasonable efforts to obtain any required Option Consents prior to the Closing Date, but notwithstanding any provision of this Agreement to the contrary, the failure to obtain any or all of such Option Consents shall not result in a failure of a condition to Closing. In the event that any required Option Consent with respect to a Company Stock Option is not obtained prior to the Closing Date, then each such outstanding Company Stock Option, whether vested or unvested, shall be assumed by Parent and shall continue to be subject to the same terms and conditions of the applicable Company Equity Plans and Company Stock Options granted thereunder. At Option agreement and the 2001 Stock Option Plan (as described in Section 3.16 of the Company Disclosure Schedule), together with amendments thereto, by which it is evidenced as of the Effective Time, except that from and after the Effective Time, each Company Stock Option, without any action on the part of the Company, Parent, Merger Sub or the holder of any such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made converted into an option to purchase Parent Common Stock in respect thereof. Any payment made pursuant to this a manner that meets the requirements of Treasury Regulation Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated1.424-1.

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At the Effective Time, each holder of a then outstanding Company Stock Option, whether or not then exercisable, shall, in settlement thereof and without any action on the part by such holder, be deemed to have made a disposition of the Company, Parent, Merger Sub or the holder of any such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Company and shall receive from the Company for each Share Stock Option Consideration, subject to such Company Stock Option shall be cancelled without an amount (subject to any applicable withholding tax) in cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) equal to the holder excess, if any, of any the Merger Consideration over the per Share exercise price of such Company Stock Option (such amount being hereinafter referred to as the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act who may incur liability as a result of such disposition, any such disposition shall be reduced by made, and any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts such amount shall be treated paid, as having been paid soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Any option to purchase Shares which prior to the holder date hereof has ceased to be exercisable by reason of that the termination of employment or service with the Company of any employee or trustee of the Company shall not be deemed to be an outstanding Company Stock Option for all purposes under of this AgreementSection 6.04. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect Upon receipt of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective TimeOption Consideration, each Company Stock Option shall be cancelled canceled. The disposition of any Company Stock Option to the Company in exchange for the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Company Stock Option. Prior to the Effective Time, the Company shall use its best efforts to obtain all necessary consents or releases from holders of Company Stock Options and to take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section 6.04 (except for such action that may require the approval of the Company's shareholders). Except as otherwise agreed to by the parties, (a) the Company's 1982, 1986, 1988, 1991 and 1993 Employees' Stock Option Plans and 1988 and 1993 Trustee's Stock Options Plans shall terminate as of the Effective Time and the applicable provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company Equity Plans shall be terminatedcanceled as of the Effective Time and (b) the Company shall take all action necessary to ensure that following the Effective Time no participant in the Company's 1982, 1986, 1988, 1991 and 1993 Employees' Stock Option Plans and 1988 and 1993 Trustees' Stock Option Plans or other plans, programs or arrangements shall have any right thereunder to acquire equity securities of the Company, the Surviving Company or any subsidiary of the Company or the Surviving Company and to terminate all such plans, programs or arrangements.

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately Immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At the Effective Time, each Company Stock Option, without any action and except as may be set forth on the part Schedule 1.7 of the Company's Disclosure Letter annexed hereto (the ------------ "Company Disclosure Letter") or otherwise consented to by the Purchaser, Parenteach outstanding, Merger Sub unexercised option, warrant or other right to purchase the holder Company's Common Stock (an "Option"), including but not limited to Options to purchase Shares heretofore granted under each of any such the Company's 1996 Stock Incentive Plan, as amended, and the Company's 2000 Stock Incentive Plan (collectively, the "Company Stock OptionOption Plan"), whether or not exercisable, shall be cancelled and converted into by the right to receive Company in consideration of a cash payment, if applicable, from the Surviving Corporation in an amount in cash, without interest, equal to the product of multiplying (ia) the excess, if any, of (x) the Per Share Stock Option Merger Consideration multiplied over (y) the per Share exercise price of such Option, by (iib) the number of Eligible Shares (as defined below) subject to such Option. Such cash payment shall be net of any required withholding taxes. The term "Eligible Shares shall mean the aggregate number of Shares into that shall then be subject to purchase under any option which shall be vested and exercisable as of the applicable Effective Time. The obligation to make any such cash payment (1) shall be subject to the obtaining of any necessary consents of optionees to the cancellation of such Options, in form and substance reasonably satisfactory to Purchaser, and (2) shall not require any action which violates the Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the Plan. Options with an exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall Merger Consideration will be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time)consideration. The Company shall take all requisite action so thatshall, at Purchaser's request, use its commercially reasonable efforts to effectuate the provisions of this Section 1.7. From and after the Effective Time, each other than as expressly set forth in this Section 1.7, no holder of an Option shall have any other rights in respect thereof other than to receive payment for his or Options as set forth in this Section 1.7. The Company shall, at Purchaser's request, take all necessary actions to terminate effective as of the Effective Time the Company Stock Option shall be cancelled Plans, stock option agreements and the applicable Company Equity Plans shall be terminatedsimilar arrangements.

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of Following the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At before the Effective Time, each the Company will take all necessary action to cancel all outstanding unexpired and unexercised options to purchase shares of Company Common Stock, whether or not vested (collectively, the "Company Stock Option, without Options") under any action on the part stock option or other compensation plan or arrangement of the CompanyCompany upon the Effective Time (including but not limited to the approval of cancellation in accordance with the terms and conditions set forth in the No-Action Letter, Parentdated January 12, Merger Sub or 1999, issued by the holder Securities and Exchange Commission (the "SEC") to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP for the purpose of any such ensuring that the cancellation is exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and a written consent from each optionholder as may be required), in exchange for a cash payment of an amount equal the product of (a) the excess, if any, of the Per Share Cash Consideration over the per share exercise price of the Company Stock OptionOption and (b) the number of shares subject to the Company Stock Option for which the option has not been exercised, shall whether or not then vested and exercisable. Each outstanding unvested restricted share of Company Common Stock issued under any stock option or other compensation plan or arrangement will immediately before the Effective Time, be cancelled canceled and be converted into into, and become the right to receive an amount in cashreceive, without interest, equal to (i) the Per Share Stock Option Cash Consideration multiplied by (ii) the aggregate number which will be payable in accordance with Section 2.1. All amounts payable under this Section 2.3 will be subject to any required withholding of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to taxes and will be paid without interest or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash other payment being made in respect thereof. Any payment made pursuant The Company will take all necessary action required to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of cancel the Company Stock Options as promptly as reasonably practicable following of the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days Effective Time and to ensure that following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each no holder of Company Stock Option shall be cancelled and Options or any participant in any stock option or other compensation plan or arrangement will have any right thereunder to acquire capital stock of the applicable Company Equity Plans shall be terminatedor the Surviving Corporation. Section 2.4.

Company Stock Options. (a) The Company represents and warrants shall take all commercially reasonable actions, if any, necessary to provide that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At at the Effective Time, (i) each Company option outstanding at the Effective Time to purchase Shares (an "Option") granted under (A) the Company's 1986 Stock OptionOption Plan, without 1995 Stock Option Plan or 1995 Director Option Plan or (B) any action on the part other stock-based incentive plan or arrangement of the Company, Parentexcluding any options granted under the Company's 1995 Employee Stock Purchase Plan (the "Stock Option Plans"), shall be canceled and (ii) in consideration of such cancellation, each holder of an Option shall receive in consideration thereof an amount (subject to any applicable withholding tax) in cash equal to the product of (x) the excess, if any, of the Merger Sub Consideration over the per Share exercise price of such Option and (y) the number of Shares subject to such Option. The Company shall use all commercially reasonable efforts to effectuate the foregoing, including, if necessary, amending the Stock Plans and obtaining any necessary consents from holders of Options. (b) Except as may be otherwise agreed to by Parent or Purchaser and the Company or as otherwise contemplated or required to effectuate this Section 2.16, the Stock Plans shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any of its Subsidiaries shall be deleted as of the Effective Time. The Company shall take all actions necessary to provide that as of the Effective Time no holder of Options under the Stock Plans will have any right to receive shares of common stock of the Surviving Corporation upon exercise of any such Option. (c) The Company Stock Optionshall take all commercially reasonable actions, shall be cancelled and converted into the right if any, necessary to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable provide that at or immediately prior to the Effective Time; provided that if , (i) each then outstanding option under the exercise price per Share Company's 1995 Employee Stock Purchase Plan (the "Stock Purchase Plan") shall automatically be exercised and (ii) in lieu of the issuance of Certificates, each participant shall receive an amount in cash (subject to any such Company Stock Option is applicable withholding tax) equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder product of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (Ax) the Code, number of Shares otherwise issuable upon such exercise and (By) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time)Merger Consideration. The Company shall take use all requisite action so thatcommercially reasonable efforts to effectuate the foregoing, at including without limitation amending the Stock Purchase Plan and obtaining any necessary consents from participants in the Stock Purchase Plan. The Company (i) shall not permit the commencement of any new offering period under the Stock Purchase Plan following the date hereof, (ii) shall not permit any participant to increase his or her rate of contributions under the Stock Purchase Plan following the date hereof, (iii) shall terminate the Stock Purchase Plan as of the Effective Time, each and (iv) shall take any other actions necessary to provide that as of the Effective Time no holder of options under the Stock Purchase Plan will have any right to receive shares of common stock of the Surviving Corporation upon exercise of any such option. (d) In the event that an employee of the Company Stock Option who is a holder of Options is terminated by the Company after the date of this Agreement but prior to the Effective Time, such employee shall be cancelled and receive at the applicable Company Equity Plans shall be terminated.Effective Time with respect to all Options held by such employee as of the date of such termination of 7 11 employment the cash payment determined in accordance with Section 2.16(a) that such employee would have received had such employee been employed as of the Effective Time. 2.17

Company Stock Options. Promptly after the date hereof, the Company shall use its commercially reasonable efforts to solicit the consent of the holders (a“Option Consents”) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “of the outstanding Company Stock Option”Options which require holder consent to cancel such Company Stock Options (whether or not then exercisable) that is and the Company shall take such action as may be necessary with respect to outstanding Company Stock Options which do not fully exercisable require holder consent to cancel such Company Stock Options (whether or not then exercisable), to cancel the Company Stock Options effective as of the date Effective Time in exchange for a single lump sum cash payment from the Company or, at Parent’s option, Parent equal to the product of this Agreement will automatically become fully vested and exercisable (i) the number of shares of Company Common Stock subject to each such Company Stock Option (whether or not then exercisable) immediately prior to the Effective Time pursuant and (ii) the excess, if any, of the closing price of Company Common Stock on the day prior to the Closing Date over the exercise price per share under each such Company Stock Option (less the amount of any withholding taxes that may be required with respect thereto). The Company shall use its commercially reasonable efforts to obtain any required Option Consents prior to the Closing Date, but notwithstanding any provision of this Agreement to the contrary, the failure to obtain any or all of such Option Consents shall not result in a failure of a condition to Closing. In the event that any required Option Consent with respect to a Company Stock Option is not obtained prior to the Closing Date, then each such outstanding Company Stock Option, whether vested or unvested, shall be assumed by Parent and shall continue to be subject to the same terms and conditions of the applicable Company Equity Plans and Company Stock Options granted thereunder. At Option agreement and the 2001 Stock Option Plan (as described in Section 3.16 of the Company Disclosure Schedule), together with amendments thereto, by which it is evidenced as of the Effective Time, except that from and after the Effective Time, each Company Stock Option, without any action on the part of the Company, Parent, Merger Sub or the holder of any such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made converted into an option to purchase Parent Common Stock in respect thereof. Any payment made pursuant to this a manner that meets the requirements of Treasury Regulation Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated1.424-1.

Company Stock Options. (a) The Prior to the Effective Time, the Company represents and warrants shall take all actions necessary to provide that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable outstanding immediately prior to the Effective Time pursuant (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, an “Option”) shall be cancelled and terminated (without regard to the exercise price of the Options) and that all Options, whether or not vested, that remain unexercised immediately prior to the Effective Time shall be converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to such Option whether or not vested without the need for any further action by the holder of the Option. The Option Consideration shall be paid to holders of Options in accordance with Section 2.2. Prior to the Effective Time, the Company shall make such amendments to the terms of the applicable Company Equity Stock Plans and obtain any consents from holders of Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained. Without limiting the foregoing, the Company Stock Options granted thereundershall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, stock appreciation rights or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof, except as contemplated in connection with the Transactions. At Prior to the Effective Time, each the Company shall take all actions necessary to terminate all its Company Stock OptionPlans, without such termination to be effective at or before the Effective Time. Notwithstanding anything to the contrary herein, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Laws. The Company shall not take any action on to vest Options that were granted after December 31, 2012 to the part of the Company, Parent, Merger Sub or the holder of any extent that such Company Stock Option, shall be cancelled and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied Options would not vest by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately their current terms prior to the Effective Time; provided that if the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated.

Company Stock Options. At the Effective Time, all options (a) The Company represents other than Out-of-the-Money Options), whether vested or unvested, outstanding and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable unexercised immediately prior to the Effective Time pursuant that represent the right to the terms acquire shares of Company Common Stock (each, an "Option") granted under any plan or contract listed on Section 2.10 of the applicable Company Equity Plans and Disclosure Schedule (a "Company Stock Options granted thereunder. At the Effective Time, each Company Stock OptionPlan") shall, without any further action on by the part of the Company, Parent, Merger Sub Company or the holder of any such Company Stock OptionSurviving Corporation, cease to exist and shall be cancelled and converted into the right to receive an receive, in full satisfaction of such Option, a cash amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (iiif any) the aggregate number for each share of Shares into which the applicable Company Common Stock Option was exercisable immediately prior then subject to the Effective Time; provided that if Option. Notwithstanding the exercise price per Share of any such foregoing, Parent and the Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder making of any Company Stock Option shall be reduced by any income or employment Tax withholding required such payment under (A) the Code, (B) or any applicable provision of state, local or foreign Tax Laws or (C) tax Law. For purposes of this Agreement, "Option Consideration" means, with respect to any other applicable Laws. To the extent that any amounts are so withheldshare of Company Common Stock issuable under a particular Option, those amounts shall be treated as having been paid an amount equal to the holder excess, if any, of that (i) the Merger Consideration per share of Company Common Stock Option for all purposes under this Agreement. The Company, or over (ii) the Surviving Corporation, as the case may be, shall make the payments exercise price payable in respect of the such share of Company Common Stock issuable under such Option. Cash payments to be made to holders of Options as promptly as reasonably practicable following the cancellation of such Company Stock Options as contemplated by pursuant to this Section 3.4(a) 2.10 shall be made to the extent practicable through the Company's payroll processing system on the Closing Date, or if not practicable checks for such payment shall be drawn by the Surviving Corporation in immediately available funds and sent by overnight courier to the holders promptly after the Effective Time (but in no event later more than five (5) one Business Days following the Effective TimeDay thereafter). The In the event that the exercise price per share of any Option equals or exceeds the Merger Consideration per share of Company shall take all requisite action so thatCommon Stock (any such Option, at the Effective Timean "Out-of-the-Money Option"), each Company Stock then such Out-of-the-Money Option shall be cancelled and of no further force and effect. The Board of Directors of the applicable Company Equity Plans (or, if appropriate, any committee thereof administering the Company Stock Plans) shall adopt such resolutions or take such other actions as may be terminatedrequired to effect the foregoing.

Company Stock Options. (a) The Company represents and warrants that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable immediately prior to the Effective Time pursuant to the terms of the applicable Company Equity Plans and Company Stock Options granted thereunder. At the Effective Time, each Parent, in the case the Holding Company Stock OptionReorganization shall have been consummated, or WAG, in the case the Holding Company Reorganization shall not have been consummated, shall assume, by virtue of this Agreement and without any further action on the part of the Company, Parentall of the Company's obligations with respect to each outstanding Company Stock Option, Merger Sub whether previously vested or unvested. Unless otherwise elected by Parent prior to the holder Effective Time, Parent or WAG shall make such assumption in such manner that Parent or WAG (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of any Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to such Company Stock Option, shall would be cancelled such a corporation were Section 424 of the Code applicable to such Company Stock Option; and, if not so otherwise elected, after the Effective Time, all references to the Company in the Company Stock Plans and converted into the right to receive an amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable agreements shall be deemed to refer to WAG, prior to the Holding Company Reorganization, or Parent, following the Holding Company Reorganization, which shall have assumed the Company Stock Plans as of the Effective Time by virtue of this Agreement and without any further action on the part of the Company, Parent or WAG. Each Company Stock Option so assumed under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the applicable Company Stock Plan and the applicable Company Stock Option as in effect immediately prior to the Effective Time; , except as otherwise provided that if the exercise price per Share of any such Company Stock Option is equal in Section 3.05. Parent shall use all reasonable efforts to or greater than the Per Share Stock Option Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder of any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable Laws. To the extent that any amounts are so withheld, those amounts shall be treated as having been paid to the holder of ensure that Company Stock Option for all purposes Options intended to qualify as incentive stock options under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect Section 422 of the Company Stock Options as promptly as reasonably practicable following Code prior to the cancellation of such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following Effective Time continue to so qualify after the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled and the applicable Company Equity Plans shall be terminated.

Company Stock Options. Except as may otherwise be agreed in writing among the parties, each Company Option (a) The Company represents and warrants as that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”term is defined in Exhibit A) that is outstanding immediately prior to the Effective Time, whether or not fully then exercisable as or vested or unvested, shall without further action be cancelled and converted into rights to receive the consideration, if any, described in this Section 1.5. The holders of any Company Options that have an exercise price per share less than the date of this Agreement will automatically become fully Merger Consideration and (i) that are vested and exercisable immediately prior to the Effective Time pursuant to or (ii) that automatically vest upon or in connection with the terms consummation of the applicable Company Equity Plans and Company Stock Options granted thereunder. At the Effective Time, each Company Stock Option, Merger without any action on the part of the Company, Parentits Board of Directors, Merger Sub or the holder of any such Company Stock committee thereof (in either case a “Vested Option, ”) shall be cancelled and converted into the right entitled to receive an amount in cashreceive, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number of Shares into which the applicable Company Stock Option was exercisable immediately prior to as soon as practicable after the Effective Time; provided that if , from the Surviving Corporation a cash payment in an aggregate amount equal to the product of (A) the excess of the Merger Consideration over the exercise price per Share share of any the Vested Options and (B) the number of shares of Company Common Stock for which such Vested Options were exercisable. Each Company Stock Option that is not a Vested Option and each Company Option that is a Vested Option but which has an exercise price equal to or greater than the Per Share Stock Option ConsiderationMerger Consideration will be cancelled as of the Effective Time for aggregate consideration of not more than $200,000. Each of Parent, such Company Stock Option Merger Sub and the Surviving Corporation shall be cancelled without entitled to deduct and withhold from any cash payment being made in respect thereof. Any payment made amounts otherwise payable pursuant to this Section 3.4(a) Agreement in respect of Company Options such amount as it is required to deduct and withhold with respect to the holder making of such payment under the Code or any Company Stock Option shall be reduced by any income or employment Tax withholding required under (A) the Code, (B) any applicable state, local or foreign Tax Laws or (C) any other applicable LawsLegal Requirement. To the extent that any amounts are so withheld, those such withheld amounts shall be treated for purposes of this Agreement as having been paid to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments Options in respect of the Company Stock Options as promptly as reasonably practicable following the cancellation of which such Company Stock Options as contemplated by this Section 3.4(a) (but in no event later than five (5) Business Days following the Effective Time). The Company shall take all requisite action so that, at the Effective Time, each Company Stock Option shall be cancelled deduction and the applicable Company Equity Plans shall be terminatedwithholding was made.

Company Stock Options. (a) The Prior to the Effective Time, the Company represents and warrants shall use reasonable best efforts to take all actions necessary to provide that each option to acquire Shares granted under any Company Equity Plans or any other agreement (each, a “Company Stock Option”) that is not fully exercisable as of the date of this Agreement will automatically become fully vested and exercisable outstanding immediately prior to the Effective Time pursuant (whether or not then vested or exercisable) that represents the right to the terms acquire shares of the applicable Company Equity Plans and Company Common Stock Options granted thereunder. At the Effective Time(each, each Company Stock an “Option, without any action on the part of the Company, Parent, Merger Sub or the holder of any such Company Stock Option, ”) shall be cancelled and terminated and converted at the Effective Time into the right to receive an a cash amount in cash, without interest, equal to (i) the Per Share Stock Option Consideration multiplied by (ii) the aggregate number for each share of Shares into which the applicable Company Common Stock Option was exercisable immediately prior then subject to the Effective Time; Option. Except as otherwise provided that if below, the exercise price per Share of any such Company Stock Option is equal to or greater than the Per Share Stock Option Consideration, such Company Stock Option Consideration shall be cancelled without any cash payment being made in paid as soon after the Closing Date as shall be practicable. Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect thereof. Any payment made pursuant to this Section 3.4(a) to the holder making of any Company Stock Option shall be reduced by any income or employment Tax withholding required such payment under (A) the Code, (B) or any applicable provision of state, local or foreign Tax Laws or (C) any other applicable LawsLaw. To Prior to the Effective Time, to the extent that permissible, the Company shall make any amounts are so withheld, those amounts shall be treated as having been paid amendments to the holder of that Company Stock Option for all purposes under this Agreement. The Company, or the Surviving Corporation, as the case may be, shall make the payments in respect terms of the Company Stock Plans and obtain any consents from holders of Options as promptly as reasonably practicable following that, in each case, are necessary to give effect to the cancellation of such Company Stock Options as transactions contemplated by this Section 3.4(a) (but 2.3 and, notwithstanding anything to the contrary, payment may be withheld in no event later than five (5) Business Days following respect of any Option until any necessary consents are obtained. Without limiting the Effective Time). The foregoing, the Company shall take all requisite action so thatactions necessary to ensure that the Company will not at the Effective Time be bound by any options, at SARs, warrants or other rights or Contracts which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof. Prior to the Effective Time, each the Company shall take all actions necessary to terminate all its Company Stock Plans such termination to be effective at or before the Effective Time. For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Merger Consideration per share of Company Common Stock over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under such Option. For the avoidance of doubt, each Option for which such exercise price per share is greater than the Merger Consideration per share shall be cancelled and terminated without the applicable right of the holder of such Option to receive any Merger Consideration with respect to such Option. For purposes of this Agreement, “Company Equity Plans Stock Plans” shall be terminatedmean the following plans of the Company: (w) the Board-approved 2010 Executive Compensation Plan (the “2010 Comp Plan”), (x) the Maine & Maritimes Corporation 2008 Stock Plan, (y) the Maine & Maritimes Corporation 2002 Stock Option Plan, and (z) the Maine & Maritimes Corporation Stock Plan for Outside Directors (the “Directors’ Stock Plan”).