Common use of Company Stock Options Clause in Contracts

Company Stock Options. Immediately prior to the Effective Time, each then-outstanding option to purchase shares of Common Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall be, as of or immediately prior to the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option shall be canceled without payment of any consideration therefor and shall be of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if any.

Company Stock Options. Immediately prior to At the Effective Time, each then-outstanding option to purchase shares of Common Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (a collectively, the “Company Stock OptionOption Plans”) granted under or otherwise, shall be treated as follows: As soon as practicable following the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and date of this Agreement, the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan Board of the Company (or, if appropriate, any committee thereof administering the “Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Stock Plans”)Options, whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall beunvested, as of or necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled and converted into the right holder thereof shall then become entitled to receive receive, in full satisfaction of the rights of such holder with respect thereto, an amount in of cash equal to (i) the product of (ia) the excessaggregate number of shares of Company Common Stock subject to any unexercised Company Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by (b) the amount, if any, of by which the Per Share Merger Consideration over exceeds the applicable exercise price per share of Company Common Stock which is subject to such Company Stock Option, Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and (ii) reduced by the number amount of shares such holder could have purchased (without regard to whether the Company Stock Option any withholding that is then vested) had such holder exercised such Company Stock Option in full immediately prior to required under applicable Law. At the Effective Time. However, if each Company Option outstanding as of the applicable Effective Time with an exercise price per share of such Company Stock Option that is equal to or exceeds greater than the Per Share Merger Consideration, such Company Stock Option Consideration shall be canceled terminated, without payment of any consideration therefor and therefor. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if any.

Company Stock Options. Immediately prior to At the Effective Time, each thenall options (other than Out-outstanding option to purchase shares of Common Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Longof-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Nonthe-employee Directors Stock Incentive Plan (the “Company Stock Plans”Money Options), whether or not vested or exercisableunvested, shall become fully vested outstanding and exercisable contingent upon the Effective Time, and shall be, as of or unexercised immediately prior to the Effective TimeTime that represent the right to acquire shares of Company Common Stock (each, canceled an "Option") granted under any plan or contract listed on Section 2.10 of the Company Disclosure Schedule (a "Company Stock Plan") shall, without any further action by the Company or the Surviving Corporation, cease to exist and shall be converted into the right to receive an receive, in full satisfaction of such Option, a cash amount in cash equal to the product Option Consideration (if any) for each share of (i) Company Common Stock then subject to the Option. Notwithstanding the foregoing, Parent and the Company 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 Law. 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 applicable exercise price payable in respect of such share of Company Common Stock issuable under such Option. Cash payments to be made to holders of Options pursuant to this Section 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 more than one Business Day thereafter). In the event that the exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without regard to whether the Company Stock any Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share of such Company Stock Option is equal to equals or exceeds the Merger ConsiderationConsideration per share of Company Common Stock (any such Option, an "Out-of-the-Money Option"), then such Company Stock Out-of-the-Money Option shall be canceled without payment of any consideration therefor cancelled and shall be of no further force and effect. Prior to The Board of Directors of the Effective TimeCompany (or, the Companyif appropriate, the Company’s Board and any applicable committees committee thereof shall take all actions necessary to terminate, adjust or amend administering the Company Stock Plans so that Plans) shall adopt such resolutions or take such other actions as may be required to effect the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if anyforegoing.

Company Stock Options. Immediately Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall take all actions it determines to be necessary and appropriate to provide that, each Company Stock Option shall become vested and fully exercisable for a reasonable period of time prior to the Effective Time, each then-outstanding option provide written notice to purchase shares the holders of Common the Company Stock Options at least twenty (20) days prior to the effective time of the period to exercise the Company Stock Option and that such Company Stock Option will terminate and be of no further force and effect as of the Effective Time. Except as may otherwise be agreed by and between Parent and a “holder of a Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “, each Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall be, as of or Option that remains outstanding immediately prior to the Effective TimeTime will be automatically exercised immediately prior to the Effective Time on a net exercise basis whereby (A) the full payment of the aggregate exercise price for each such Company Stock Option is satisfied by the Company withholding from the shares of Company Common Stock otherwise issuable to such holder of a Company Stock Option, canceled and converted into that number of shares of Company Common Stock having an aggregate fair market value, determined based on the right closing price of a share of Company Common Stock on the last trading day prior to receive an amount in cash the Effective Time (as such price is reported on the NYSE Composite Transaction Tape (as reported by Bloomberg Financial Markets or such other source as Parent may determine)) (the “Per Share Closing Price”), equal to the product of (ix) the excess, if any, of the Merger Consideration over the applicable exercise price per share for such Company Stock Option and (y) the number of shares of Company Common Stock subject to such Company Stock Option, and (iiB) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option applicable Tax withholding obligation in full immediately prior to the Effective Time. However, if the applicable exercise price per share respect of such Company Stock Option exercise is satisfied by the Company withholding from the shares of Company Common Stock otherwise issuable to the holder of such Company Stock Options that number of shares of Company Common Stock having an aggregate fair market value, determined based on the Per Share Closing Price, equal to the amounts as are required to be withheld or exceeds deducted under the Merger ConsiderationCode or any provision of state, local or foreign Tax Law. Each such holder of a net exercised Company Stock Option shall thereafter be canceled without payment of any consideration therefor and shall be of no further force and effect. Prior entitled to receive the Merger Consideration with respect to the Effective Time, the Company, the Company’s Board and net number of shares (including with respect to any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the fractional shares of Company Common Stock) of Company Common Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if anyissued upon such net exercise.

Company Stock Options. Immediately prior to At the Effective Time, each then-outstanding option to purchase shares of Common the Company's 1998 Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Option Plan (the “"Company Stock Plans”Option Plan") and all Company Options which are outstanding as of the Effective Time (including such Company Options then outstanding under the Company Stock Option Plan) shall be assumed by Parent (each such Company Option an "Assumed Option" and collectively the "Assumed Options"), whether or not vested or exercisableprovided, shall become fully vested and exercisable contingent however that the aggregate number of shares of Company Common Stock issuable upon the Effective Timeexercise of all Company Options so assumed shall not exceed 35,081,757 less the Aggregate Stock Number. Each Assumed Option shall continue to have, and shall bebe subject to, the same terms and conditions set forth in the Company Stock Option Plan (if applicable) and the applicable stock option agreement or warrant agreement as of or in effect immediately prior to the Effective Time, canceled except that (i) each Assumed Option will be exercisable for the Option Exchange Amount; and converted into (ii) the right to receive an amount in cash per share exercise price for the shares of Parent Common Stock issuable upon exercise of each Assumed Option will be equal to the quotient obtained by dividing (x) the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Company Capital Stock at which such Company Stock OptionAssumed Option was exercisable immediately prior to the Effective Time, and multiplied by (ii) the number of shares of Company Capital Stock issuable upon the exercise of such holder could have purchased (without regard to whether the Company Stock Assumed Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective TimeTime by (y) the Option Exchange Amount, rounded up to the nearest whole cent. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option No Cash Amount shall be canceled without payment payable with respect with any Assumed Option. It is the intention of any consideration therefor and shall be of no further force and effect. Prior the parties that the Assumed Options qualify, to the maximum extent applicable, following the Effective Time, Time as incentive stock options as defined in Section 422 of the Company, Internal Revenue Code to the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made extent such options qualified as incentive options prior to the Effective Time, if anyit being understood and acknowledged, however, that some or all Company Options may not qualify as incentive stock options and may instead be treated as nonqualified options. To evidence the assumption of the Assumed Options by Parent, Parent will issue to each holder of an Assumed Option a document in substantially the form of Exhibit C hereto.

Company Stock Options. Immediately Subject to the consummation of the Merger, prior to the Effective Time, each then-the Company shall take all necessary action, including obtaining the consent of the individual option holders (each, a "Company Optionholder") (i) to terminate the Company's 1992 Incentive Stock Plan and any other plan, program, agreement or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company (collectively, the "Company Stock Plans"), (ii) to provide that all shares subject to outstanding option options to purchase Company Stock granted under the Company Stock Plans (each, a "Time-Vested Stock Option"), other than shares subject to outstanding options to purchase Company Stock granted to the Company's sales personnel under the Company Stock Plans that vest based on Company performance targets and which are not vested by their own terms as of Common the Effective Time (each, a "Performance-Based Option", and together with a Time-Vested Stock (Option, a “"Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan "; and the Xxxxxxx Xxxxx Corporation 1996 Nonprogram pursuant to which the Performance-employee Directors Stock Incentive Plan (Based Options were granted, being referred to herein as the “Company Stock Plans”"Performance Option Plan"), whether or not vested or exercisable, shall become fully vested and exercisable, whether or not previously vested and exercisable contingent upon the Effective Time, and shall be, as of or immediately prior to the Effective Time, canceled and converted into the right (iii) to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately exchange all Performance-Based Options prior to the Effective Time. HoweverTime for the opportunity to participate in the Performance Bonus Plan (as defined in Section 6.04(d)), if the applicable and (iv) to permit each Company Optionholder to exercise price per share all of such his Company Stock Option is equal Options which are vested prior to or exceeds the Merger ConsiderationEffective Time and to take all action necessary, such including, without limitation, obtaining consents of the Company Optionholder to the extent necessary, to provide that all vested Company Stock Option Options not so exercised shall be canceled without payment of any consideration therefor cancelled and shall that no Company Stock Options will be of no further force and effectoutstanding after the Effective Time. Prior to the Effective Time, the Company, Company shall cause the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend administrator of the Company Stock Plans so Plan to permit the Company Optionholder to pay the exercise price in respect of his Time-Vested Stock Option by borrowing such amount against the Company Optionholder's respective Initial Merger Consideration as is necessary to pay the exercise price such that the Initial Merger Consideration to be received by the Company Stock Options are cancelled and extinguished for Optionholder shall be reduced by the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior amount borrowed to pay the Effective Time, if anyexercise price.

Company Stock Options. Immediately prior to At the Effective Time, each then-outstanding option all options to purchase shares of Common Company Stock granted by the Company pursuant to the Stock Plans (as defined in Section 3.04(b)), whether vested or unvested and whether exercisable or unexercisable (each a “Company Stock Option”) granted under which have not been exercised by the Xxxxxxx Xxxxx Option Exercise Date in accordance with the terms of the Option Notice will not be assumed by or substituted for by the Surviving Corporation Long-Term Incentive Plan or Parent and will be cancelled as of the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Effective Time. Each holder of a Company Stock Plans”)Option which is cancelled pursuant to this Section 2.05, whether or not vested exercisable and whether or exercisablenot vested, shall become fully vested and exercisable contingent be entitled to receive from the Surviving Corporation, in connection with the cancellation of such Company Option, (a) a lump sum cash payment equal to (x) the product of the Per Share Closing Payment multiplied by the maximum number of shares of Company Common Stock that were issuable upon the Effective Time, and shall be, as exercise of or such Company Option immediately prior to its cancellation for cash, reduced by (y) the aggregate exercise price for such cancelled Company Option and the cash amount attributable to the pro rata interest of the holder of such Company Options in the Escrow Fund pursuant to Section 2.03(b), to be paid promptly after the Effective TimeTime and receipt of a duly-completed and executed Letter of Transmittal and all other related information and documents, canceled and converted into the right to receive (b) payment out of each Contingent Payment of an amount in cash equal to the product of (i) the excessPer Share Contingent Payment that would be payable with respect to such Contingent Payment multiplied by the maximum number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to its cancellation in connection with each Contingent Payment reduced by any exercise price otherwise payable for such cancelled Company Option, in each case to the extent such exercise price has not previously been deducted from any Per Share Closing Payment or other Per Share Contingent Payment, when such payments, if any, of are made pursuant to Sections 2.02 and 2.07 hereof. Such payments shall be reduced by applicable withholding taxes. The Company Options shall be cancelled without any payment if the Merger Consideration over the applicable exercise price per share exceeds the Per Share Closing Payment. The holders of such Company Stock Option, and (ii) the number Options as of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option Time shall be canceled without payment intended third-party beneficiaries of any consideration therefor and shall be of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if anythis Section 2.05.

Company Stock Options. Immediately prior to the Effective Time, and except as may be set forth on Schedule 1.7 of the Company's Disclosure Letter annexed hereto (the ------------ "Company Disclosure Letter") or otherwise consented to by the Purchaser, each then-outstanding option outstanding, unexercised option, warrant or other right to purchase shares of the Company's Common Stock (a “Company Stock an "Option”) "), including but not limited to Options to purchase Shares heretofore granted under each of the Xxxxxxx Xxxxx Corporation Long-Term Company's 1996 Stock Incentive Plan Plan, as amended, and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Company's 2000 Stock Incentive Plan (collectively, the “"Company Stock Plans”Option Plan"), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon be cancelled by the Effective TimeCompany in consideration of a cash payment, and shall beif applicable, as of or immediately prior to from the Effective Time, canceled and converted into the right to receive Surviving Corporation in an amount in cash equal to the product of multiplying (ia) the excess, if any, of (x) the Per Share Merger Consideration over (y) the applicable per Share exercise price per share of such Company Stock Option, and by (iib) the number of shares Eligible Shares (as defined below) subject to such holder could have purchased Option. Such cash payment shall be net of any required withholding taxes. The term "Eligible Shares shall mean the aggregate number of Shares that shall then be subject to purchase under any option which shall be vested and exercisable as of the Effective Time. The obligation to make any such cash payment (without regard 1) shall be subject to whether 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 is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective TimePlan. However, if the applicable Options with an exercise price per share of such Company Stock Option is equal to or exceeds greater than the Per Share Merger ConsiderationConsideration will be cancelled without any consideration. The Company shall, such Company Stock Option shall be canceled without payment at Purchaser's request, use its commercially reasonable efforts to effectuate the provisions of any consideration therefor this Section 1.7. From and shall be of no further force and effect. Prior to after the Effective Time, the Companyother than as expressly set forth in this Section 1.7, the Company’s Board and no holder of an Option shall have any applicable committees other rights in respect thereof shall 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 necessary to terminate, adjust or amend terminate effective as of the Effective Time the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock OptionOption Plans, stock awards or stock option grants made prior to the Effective Time, if anyagreements and similar arrangements.

Company Stock Options. Immediately prior to the Effective Time, each then-outstanding employee stock option to purchase shares of Common Company Shares granted under the Company's Management Stock Award and Stock Option Plan (the "Company SASOP") (each, a “"Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”"), whether or not then vested or exercisable, shall become fully be (or, if not previously vested and exercisable, shall become), consistent with the plans and agreements applicable to such Company Stock Option, vested and exercisable contingent upon and such Company Stock Option immediately thereafter shall be canceled by the Company. Buyer shall pay to the Surviving Corporation, and each holder of a canceled Company Stock Option shall be entitled to receive from the Surviving Corporation at the Effective TimeTime or as soon as practicable thereafter, and shall bein consideration for the cancellation of such Company Stock Option, as of or immediately prior to the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the number of Company Shares previously subject to such Company Stock Option and (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share Company Share previously subject to such Company Stock Option. Prior to the Effective Time the Company shall (y) use its best efforts to obtain any consents from holders of Company Stock Options and (z) make any amendments to the terms of such Company Stock OptionOptions and the Company SASOP that are necessary to give effect to the transactions contemplated by this Section 2.2. Notwithstanding any other provision of this Section 2.2, delivery of any Merger Consideration may be withheld in respect of any employee stock option until such necessary consents are obtained; provided that, in the event that any such consent with respect to any such option is not obtained, the consideration payable pursuant to this Section 2.2(b) shall nevertheless be paid by Buyer to the Surviving Corporation, and (ii) retained by the number Surviving Corporation, in respect of shares such holder could have purchased (without regard to whether option and, when applicable, the Company Stock Option is then vested) had Surviving Corporation shall pay any such holder exercised such Company Stock Option in full immediately prior consideration to the Effective Time. However, if the applicable exercise price per share holder of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option shall be canceled without payment of any consideration therefor and shall be of no further force and effectoption. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof Company shall take all actions necessary be 2 7 permitted to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming SASOP or continuing any Company Stock Option, stock awards Option to extend the date of exercise or stock option grants made prior to accelerate the vesting of any currently outstanding Company Stock Option through the earlier of the Effective Time, if any.Time and the date of termination of this Agreement. 2.3

Company Stock Options. Immediately At the Effective Time, Purchaser shall not assume any option granted pursuant to a Company Stock Plan that is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) and that represents the right to acquire shares of Company Common Stock (each, an “Option”) and shall not substitute any similar option or right for any such Option. All outstanding Options that have not been exercised by the holders thereof at or prior to the Effective Time shall become fully vested and shall terminate if not exercised prior to the Effective Time, each then-outstanding option to purchase shares of Common Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall be, as of or immediately prior to the Effective Time, canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option shall be canceled without payment of any consideration therefor and shall be of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof Company shall take all actions necessary to terminate, adjust or amend terminate the Company Stock Plans so Plans, such termination to be effective at or before the Effective Time. At the Effective Time, Eligible Options (as hereinafter defined) shall be converted into the right to receive a cash amount equal to the Option Consideration (as hereinafter defined) for each share of Company Common Stock then subject to the Eligible Option (as hereinafter defined) (it being understood that (i) with respect to an Eligible Option held by a Person whose employment by the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of or its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made Subsidiaries was terminated prior to the Effective Time, Option Consideration shall only be paid with respect to the portion of such Eligible Option that was vested as of the time such Person’s employment relationship with the Company or its Subsidiaries terminated and the post-termination exercise period applicable to such Eligible Options has not expired as set forth in the documentation evidencing such Eligible Option and (ii) with respect to Eligible Options which by the terms of the grant documents relating thereto, specifically provide for less acceleration than is provided for under the terms of the Company Stock Plan pursuant to which such Eligible Option was granted, if any., the Option Consideration shall be paid only with respect to the portion of such Eligible Option which vests pursuant to the terms of such grant documents). Prior to the Effective Time, the Company shall deposit in a bank account an amount of cash equal to the sum of the aggregate Option Consideration for each Eligible 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 Eligible Options in accordance with this Section 2.4(a). For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Eligible Option, an amount equal to the excess, if any, of: (1) the Per Share

Company Stock Options. Immediately prior to At the Effective Time, each then-then outstanding Company Option, whether vested or unvested, shall, as part of the Merger, be assumed by Parent in accordance with the terms (as in effect as of the date hereof) of such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to purchase shares of Company Common Stock (a “under outstanding Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan Options shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon after the Effective Time, and (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such assumed Company Option shall bebe equal to the number of shares of Company Common Stock that were subject to such Company Option immediately prior to the Effective Time multiplied by the Applicable Multiplier, rounded down to the nearest whole number of shares of Parent Common Stock, (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by dividing the exercise price per share of Company Common Stock subject to such Company Option, as of or in effect immediately prior to the Effective Time, canceled by the Applicable Multiplier, and converted into rounding the right to receive an amount in cash equal resulting exercise price up to the product nearest whole cent, (iv) all restrictions on the exercise of each such assumed Company Option shall continue in full force and effect, and (iv) the excessterm, if anyexercisability, of the Merger Consideration over the applicable exercise price per share vesting schedule and other provisions of such Company Stock OptionOption shall otherwise remain unchanged; provided however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time. The Company and Parent shall take all action that may be necessary (ii) the number of shares such holder could have purchased (without regard to whether under the Company Stock Option is then vestedPlans and otherwise) had such holder exercised such Company Stock Option in full immediately prior to effectuate the Effective Time. However, if the applicable exercise price per share provisions of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option shall be canceled without payment of any consideration therefor and shall be of no further force and effect. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if anythis Section 1.7.

Company Stock Options. Immediately prior Prior to the Effective Time, the Company shall use reasonable best efforts to take all actions necessary to provide that each then-option outstanding option to purchase shares of Common Stock (a “Company Stock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon the Effective Time, and shall be, as of or immediately prior to the Effective TimeTime (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, canceled an “Option”) shall be cancelled and terminated and converted at the Effective Time into the right to receive an a cash amount in cash equal to the product of (i) the excess, if any, of the Merger Option Consideration over the applicable exercise price per for each share of Company Common Stock then subject to the Option. Except as otherwise provided below, the Option Consideration shall be 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 Company Stock Optionamounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, and (ii) the number or any provision of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior state, local or foreign Tax Law. Prior to the Effective Time. However, if to the applicable exercise price per share extent permissible, the Company shall make any amendments to the terms of such the Company Stock Option is equal Plans and obtain any consents from holders of Options that, in each case, are necessary to or exceeds give effect to the Merger Considerationtransactions contemplated by this Section 2.3 and, such Company Stock Option shall notwithstanding anything to the contrary, payment may be canceled without payment withheld in respect of any consideration therefor Option until any necessary consents are obtained. Without limiting the foregoing, the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, SARs, warrants or other rights or Contracts which would entitle any Person, other than Parent and shall be its Subsidiaries, to own any capital stock of no further force and effectthe Surviving Corporation or to receive any payment in respect thereof. Prior to the Effective Time, the Company, the Company’s Board and any applicable committees thereof Company shall take all actions necessary to terminate, adjust or amend the terminate all its Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming such termination to be effective at or continuing any Company Stock Option, stock awards or stock option grants made prior to 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 right of the holder of such Option to receive any Merger Consideration with respect to such Option. For purposes of this Agreement, “Company Stock Plans” shall mean 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”).

Company Stock Options. Immediately (a) The Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (if any) as may be required to provide that (i) each holder of a Company Stock Option (A) shall be given written notice in the form set forth in Section 6.04(a) of the Company Disclosure Letter and in accordance with the terms of the applicable Company Stock Plan and the applicable stock option agreement of the proposed Merger and the other Transactions (the "Option Notice") at least 20 days prior to the proposed effective date of January 27, 2003 (the "Proposed Effective TimeDate"), each then-outstanding option (which date shall be specified in the Option Notice), provided such Option Notice shall not be given any earlier than 30 days prior to purchase shares the Proposed Effective Date, and (B) shall (subject to any earlier termination of Common Stock (a “such Company Stock Option”) granted under Option pursuant to the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and terms of the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “applicable Company Stock Plans”)Plan, whether the applicable stock option agreement, any Company action taken pursuant to this Section 6.04 or not vested or exercisable, shall become fully vested otherwise) be permitted during the period commencing on the date of the Option Notice and exercisable contingent upon the Effective Time, and shall be, as of or ending immediately prior to the Effective TimeTime to exercise such Company Stock Option in full as to all the shares of Company Common Stock covered by such Company Stock Option, whether or not then vested and (ii) each Company Stock Option outstanding immediately prior to the Effective Time shall be canceled and converted into effective immediately prior to the right Effective Time with the holder thereof becoming entitled to receive an amount in of cash (such amount, the "Option Consideration") equal to the product of (iA) the excess, if any, of (1) the Merger Consideration Company Common Stock Price over (2) the applicable exercise price per share of Company Common Stock subject to such Company Stock Option, and multiplied by (iiB) the number of shares such holder could have purchased (without regard to whether the of Company Common Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior issuable pursuant to the Effective Time. However, if the applicable exercise price per share unexercised portion of such Company Stock Option is equal Option. All amounts payable pursuant to or exceeds the Merger Consideration, such Company Stock Option this Section 6.04 shall be canceled without payment subject to any required withholding of any consideration therefor Taxes or proof of eligibility of exemption therefrom and shall be of no further force paid (and effect. Prior Parent shall cause to be paid) at or as soon as practicable following the Effective Time, but in any event within five business days following the CompanyEffective Time, without interest. Neither Parent, Sub nor the Company’s Board and any applicable committees thereof Surviving Corporation shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing assume any Company Stock Option, stock awards or substitute any new stock option grants made for any Company Stock Option prior to to, at or after the Effective Time, if any.

Company Stock Options. Immediately Company and Purchaser shall take all action reasonably necessary so that, immediately prior to the Effective Time, each then-outstanding stock option to purchase shares of Common Stock (a “the "Company Stock Option”Options") heretofore granted or granted after the date hereof in compliance with the provisions hereof under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan any stock option or similar plan of Company (the “"Company Stock Option Plans”), whether or not vested or exercisable, shall become fully vested ") and exercisable contingent upon the Effective Time, and shall be, as of or outstanding immediately prior to the Effective Time, canceled Time shall become vested and exercisable as of the Effective Time and shall be converted into the right an option to receive an amount in cash purchase a number of shares of Purchaser Common Stock (a "Converted Option") equal to the product of the number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio (i) provided that any fractional share resulting from such multiplication shall be rounded down to the excess, if any, nearest whole share). The terms and conditions of the Merger Consideration over Converted Option shall otherwise remain the applicable same as the terms and conditions of the Company Stock Option, except that the exercise price per share of such Company Stock Option, and (ii) each Converted Option shall equal the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds divided by the Merger Consideration, Exchange Ratio (provided that such Company Stock Option exercise price shall be canceled without payment rounded up to the nearest whole cent). Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of any consideration therefor shares of Purchaser Common Stock for delivery upon exercise of the Converted Options. Purchaser shall use its reasonable best efforts to cause the registration of the shares of Purchaser Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, on the same date as the Form S-4 is declared effective; and, thereafter, Purchaser shall file one or more registration statements on appropriate forms with respect to shares of Purchaser Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Company and Purchaser shall take all such steps as may be required to cause the transactions contemplated by this Section 1.11 and any other dispositions of no further force and effectCompany equity securities (including derivative securities) or acquisitions of Purchaser equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company or (ii) at the Effective Time will become a director or officer of Purchaser to become exempt under Rule 16b-3 promulgated under the Exchange Act. Prior to As soon as practicable after the Effective Time, the Company, the Company’s Board and any applicable committees thereof Purchaser shall take all actions necessary deliver or cause to terminate, adjust or amend be delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the Company Stock Plans so that Option Plan and agreements evidencing the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each grants of its Affiliates) is not assuming or continuing any Company Stock Optionsuch Converted Options, stock awards or stock option grants made prior after giving effect to the Effective Time, if anytransactions hereunder.

Company Stock Options. Immediately Not later than the earlier of the time at which the Company gives notice of the transactions contemplated hereby to its stockholders and the date that is 30 days prior to the Effective Time, the Company shall notify each then-outstanding option to purchase shares holder of Common Stock (a “Company Stock Option”) granted under , in writing, of the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive transactions contemplated hereby in accordance with each Company Plan (the “"Option Holder Notice"). Such Option Holder Notice shall (a) apprise the holders of outstanding Company Stock Plans”), whether or not vested or exercisable, shall become fully vested and exercisable contingent upon Options of their ability to exercise the Effective Time, and shall be, as of or immediately Company Stock Options in accordance with the applicable Company Plan prior to the Effective Time, canceled (b) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and converted into the right to receive an amount in cash equal (c) disclose that if any Company Stock Options are not exercised prior to the product of Effective Time and terminate as contemplated in clause (i) b), the excess, if any, of the Merger Consideration over the applicable exercise price per share holders of such Company Stock Option, and Options will be entitled to receive the Option Consideration (iias defined below) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Time. However, if the applicable exercise price per share respect of such Company Stock Option is equal to or exceeds Options. As of the Merger ConsiderationEffective Time, such each outstanding Company Stock Option shall be canceled terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a special bonus per Company Stock Option (without interest and subject to the deduction and withholding of such amounts as the Surviving Corporation is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of any consideration therefor and state, local or foreign tax law) in cash equal to $24 minus the exercise price for such Company Stock Option (the "Option Consideration"). Payment of the Option Consideration to each of the holders of Company Stock Options entitled thereto shall be made by the Surviving Corporation, subject to the terms and conditions of no further force and effect. Prior to this Agreement, as soon as practicable after the Effective Time, . Any amounts withheld and paid over to the Company, appropriate taxing authority by the Company’s Board Surviving Corporation will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and any applicable committees thereof withholding was made. The Company shall take all actions necessary to terminate, adjust or amend the required under each Company Stock Plans so that the Plan under which such Company Stock Options are cancelled were granted to cause such Company Plan and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any all Company Stock Option, stock awards or stock option grants made prior Options granted thereunder to terminate at the Effective Time, if any.

Company Stock Options. (a) Immediately prior to the Effective Time, each then-all options then outstanding option to purchase shares of Company Common Stock (a the “Company Stock OptionOptions”) granted under any plan, arrangement or agreement set forth in Section 3.03(a)(i) of the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan Company Disclosure Schedule (collectively, the “Company Stock Option Plans”), whether or not vested or exercisable, ) shall become fully vested and exercisable contingent upon (whether or not then vested or subject to any performance condition that has not been satisfied). At the Effective Time, and each Company Option not theretofore exercised, other than a Scheduled Option as hereinafter defined, shall bebe cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, as promptly as practicable thereafter, an amount of or immediately cash (without interest) (the “Option Amount”) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Option multiplied by (y) the excess of the amount of the per share Merger Consideration over the exercise price per share of Company Common Stock under such Company Option (with the aggregate amount of such payment rounded to the nearest cent) less applicable Taxes, if any, required to be withheld with respect to such payment. After the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment described in the preceding sentences. In the case of a Company Option identified by Buyer prior to the Closing Date as eligible for the treatment described in this sentence (such Company Options being referred to herein, in the aggregate, as the “Scheduled Options”) and that is not exercised prior to the Effective Time, canceled and converted into the right to receive holder of such Scheduled Option shall receive, in substitution therefor or as an amount in cash equal assumption thereof, an option or options covering stock of Buyer (the “Substitute Options”) with terms similar to the product of (i) the excess, if any, terms of the Merger Consideration over Scheduled Option but with such adjustments to the applicable exercise price per share of such Company Stock Option, and (ii) the number of shares such holder could have purchased (without regard to whether the Company Stock Option is then vested) had such holder exercised such Company Stock Option in full immediately prior to the Effective Timeother appropriate adjustments as Buyer shall specify. However, if the applicable exercise price per share of such Company Stock Option is equal to or exceeds the Merger Consideration, such Company Stock Option shall be canceled without payment of any consideration therefor and shall be of no further force and effect. Prior to Following the Effective Time, the CompanyScheduled Options (except as the same may have been assumed as Substitute Options) shall not be exercisable, and only the Company’s Board and any applicable committees thereof Substitute Options shall take all actions necessary to terminate, adjust or amend the Company Stock Plans so that the Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of its Affiliates) is not assuming or continuing any Company Stock Option, stock awards or stock option grants made prior to the Effective Time, if anybe exercisable in accordance with their terms.