Common use of Company Stock Plan Clause in Contracts

Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTION") under the Company Option Plan, whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION 6.10, a number of HoldCo ADSs equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDED, HOWEVER, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS. (b) As soon as practicable after the Effective Time, HoldCo shall deliver to the participants in the Company Option Plan appropriate notices setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (c) HoldCo shall take all corporate action necessary to have a sufficient number of shares of HoldCo ADSs available for delivery under the Company Option Plan as adjusted in accordance with this Section. As soon as practicable after the Effective Time, HoldCo shall file a registration statement on Form F-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the HoldCo ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) For purposes of SECTION 2.01(c), Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectively, the "COMPANY RESTRICTED STOCK PLANS"). The Company shall take all corporate action necessary and obtain all relevant consents to ensure that the consideration received under such SECTION 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under the Company Restricted Stock Plans and the applicable award agreements thereunder, including, without limitation, any forfeiture restrictions, subject to amendment or modification of such plans or award agreements to reflect action of the Board of Directors of the Company taken prior to December 6, 1998 and disclosed to ScottishPower prior to such date.

Company Stock Plan. (a) At Immediately before the Effective Time, each outstanding option to purchase shares share of Company Common Stock granted subject to time-based, performance or other vesting or lapse restrictions pursuant to any Company Stock Plan (as defined in Section 2.4(b)) (each, a "COMPANY STOCK OPTION") under “Restricted Share”), that is outstanding and subject to such restrictions immediately before the Company Option Plan, whether vested or unvestedEffective Time, shall automatically vest and any performance conditions shall be converted into an option deemed to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION 6.10, a number of HoldCo ADSs equal have been satisfied to the product (rounded down maximum extent possible such that the recipient shall be entitled to 100% of the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Restricted Share, and the Company’s reacquisition right with respect to each Restricted Share shall lapse, and the holder thereof shall, subject to this Article 2, be entitled to receive the Merger Consideration (as defined in Section 2.1(a)) with respect to each such Restricted Share. (b) The Company shall take such action as shall be required: (i) to cause the vesting of any unvested options to purchase Company Common Stock (“Company Stock Options”) granted under any stock option plans or other equity-related plans of the Company (the “Company Stock Plans”) to be accelerated in full immediately prior before the Effective Time; and (ii) to cause each outstanding Company Stock Option to represent, as of the Effective Time, solely the right to receive, in accordance with this Section 2.4 and subject to Section 2.3(b)(iii), a lump sum cash payment in the amount of the Option Consideration, if any, with respect to such Company Stock Option and to no longer represent the right to purchase Company Common Stock or any other equity security of the Company, Parent, the Surviving Corporation or any other person or any other consideration. (c) Each holder of a Company Stock Option cancelled pursuant to Section 2.4(b)(ii) shall receive from Parent or the Surviving Corporation, in respect and in consideration of each such Company Stock Option, as soon as practicable following the Effective Time and (iibut in any event not later than five Business Days), an amount (net of applicable Taxes) equal to the product of (i) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount excess, if any, of (rounded up to the nearest whole cent) obtained by dividing (iiiA) the option Merger Consideration per Share over (B) the exercise price per share of Company Common Stock at which subject to such option is exercisable immediately prior to the Effective Time Company Stock Option, multiplied by (ivii) the ADS total number of Shares subject to such Company Stock Option (whether or not then vested or exercisable), without any interest thereon (the “Option Consideration; PROVIDED, HOWEVER, that, in ”). In the case event that the exercise price of any Company Stock Option is equal to which Section 421 or greater than the Merger Consideration, such Company Stock Option shall be cancelled, without any consideration being payable in respect thereof, and shall have no further force or effect. The Option Consideration shall constitute the Merger Consideration for each Share that was subject to a Company Stock Option, and the holder of such Shares shall receive no other payment or consideration, and such Shares shall be cancelled immediately upon payment of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS. (b) As soon as practicable after the Effective Time, HoldCo shall deliver to the participants in the Company Option Plan appropriate notices setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (c) HoldCo shall take all corporate action necessary to have a sufficient number of shares of HoldCo ADSs available for delivery under the Company Option Plan as adjusted in accordance with this Section. As soon as practicable after the Effective Time, HoldCo shall file a registration statement on Form F-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the HoldCo ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstandingConsideration. (d) For purposes Following the execution of SECTION 2.01(c)this Agreement, (i) if and as required by the Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectivelyPlans, the "COMPANY RESTRICTED STOCK PLANS"). The Company shall mail to each person who is a holder of Company Stock Options a letter describing the treatment of and payment for such Company Stock Options pursuant to this Section 2.4 and providing instructions for use in obtaining payment for such Company Stock Options, and (ii) the Company shall take all corporate action actions necessary and obtain all relevant consents or appropriate to ensure that the consideration received under such SECTION 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under terminate the Company Restricted Stock Plans and as of the applicable award agreements thereunder, including, without limitation, Effective Time (including any forfeiture restrictions, subject to amendment necessary or modification of such plans or award agreements to reflect appropriate action of the Board Company Board). Parent shall, or shall cause the Surviving Corporation to, at all times from and after the Effective Time maintain sufficient liquid funds to satisfy its obligations to holders of Directors of the Company taken prior Stock Options pursuant to December 6, 1998 and disclosed to ScottishPower prior to such datethis Section 2.4.

Company Stock Plan. (a) At Promptly following the Effective Timemailing of the Proxy Statement, the Company shall cause a notice to be sent to each outstanding option to purchase shares holder of Company Common Stock (a "COMPANY STOCK OPTION") under the Company Option PlanOptions, whether vested or unvested, shall be converted into an in such form as is reasonably agreed upon by the Company, Parent and Liberty, giving such holders the option to acquire, on the same terms and conditions as were applicable under elect (a "Rollover Election") to have such Company Stock OptionOption be assumed by Parent as set forth in Section 2.3(b); provided, except that the Company agrees to take such actions as amended by this SECTION 6.10may be required such that holders of Company Stock Options representing no more than two million shares of Company Stock may make a Rollover Election (and no Rollover Election with respect to an amount of Company Stock Options in excess of such amount shall be effective hereunder). The notice sent to holders of Company Stock Options will specify that, in order to be valid, a number Rollover Election must be received by Liberty and Parent no later than five business days prior to the Closing. Prior to the Effective Time, the Company (or the appropriate members of HoldCo ADSs the Company Board) will take appropriate action under the Company Stock Plan (including obtaining any required consents from holders of Company Stock Options) such that each unexercised Company Stock Option with respect to which no valid Rollover Election was made will be canceled effective at the Effective Time in exchange for a cash payment (the "Option Payment") to be made by Parent or the Surviving Entity on the date which is the later of (i) three months after the Effective Time and (ii) January 3, 2000, in an amount equal to the product (rounded down to the nearest whole number) of (ia) the number of shares of Company Common Stock subject to such Company Stock Option at the option immediately prior to time of such cancellation (whether or not vested), multiplied by (b) the Effective Time and difference, if positive, between (i) $71.45 minus (ii) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of such Company Common Stock Option at which the time of such option is exercisable immediately prior cancellation (with the amount of the Option Payment to be increased by an amount calculated from the Effective Time by (iv) to the ADS Consideration; PROVIDEDdate of such payment at a rate equal to 10% per annum, HOWEVERcompounded quarterly). Such payments shall be subject to applicable tax withholding. Parent hereby agrees to assume and to make, or to cause the Surviving Entity to make, the cash payments referred to in this Section 3.7 in the manner described in the previous sentence. The Company agrees to take such action as may be required to amend the terms of the Company Stock Options that become Rollover Options such that, in the case event of a change in applicable law that makes the issuance of shares of Class A Liberty Group Stock upon exercise of a Rollover Options taxable to Parent or any Company Stock member of its consolidated group for United States federal income tax purposes, such Rollover Option to which Section 421 will be exercisable upon payment of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option applicable exercise price per HoldCo ADS be less than for an amount in cash equal to the aggregate par then fair market value of the HoldCo Ordinary Shares represented by a HoldCo ADS. (b) As soon as practicable after the Effective Time, HoldCo shall deliver to the participants in the Company Option Plan appropriate notices setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (c) HoldCo shall take all corporate action necessary to have a sufficient number of shares of HoldCo ADSs available for delivery under the Company Option Plan as adjusted Class A Liberty otherwise issuable upon such exercise in accordance with this Section. As soon as practicable after the Effective Time, HoldCo shall file a registration statement on Form F-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the HoldCo ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status lieu of the prospectus or prospectuses contained therein) for so long as issuance of any such options remain outstanding. (d) For purposes of SECTION 2.01(c), Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectively, the "COMPANY RESTRICTED STOCK PLANS"). The Company shall take all corporate action necessary and obtain all relevant consents to ensure that the consideration received under such SECTION 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under the Company Restricted Stock Plans and the applicable award agreements thereunder, including, without limitation, any forfeiture restrictions, subject to amendment or modification of such plans or award agreements to reflect action of the Board of Directors of the Company taken prior to December 6, 1998 and disclosed to ScottishPower prior to such dateClass A Liberty Group Stock.

Company Stock Plan. The other terms of each Adjusted Option, and the plans or agreements under which they were issued, shall continue to apply in accordance with their terms. The date of grant of each Adjusted Option shall be the date on which the corresponding Company Employee Stock Option was granted. (ab) At To the Effective Timeextent that there are any outstanding awards (including restricted stock, each outstanding option to purchase shares of Company Common Stock deferred stock and performance shares) (each, a "COMPANY STOCK OPTIONCompany Award") under the Company Option PlanStock Plan at the Effective Time, whether vested or unvestedthen, as of the Effective Time, (i) each such Company Award shall be converted into an option the same instrument of Acquiror, in each case with such adjustments (and no other adjustments) to acquire, the terms of such Company Awards as are necessary to preserve the value inherent in such Company Awards with no detrimental effects on the same holder thereof and (ii) Acquiror shall assume the obligations of the Company under the Company Awards. The other terms of each Company Award, and conditions as the plans or agreements under which they were applicable under such issued, shall continue to apply in accordance with their terms. (c) The Company and Acquiror agree that each of the Company Stock OptionPlan and Acquiror Stock Plans shall be amended, except as amended to the extent necessary, to reflect the transactions contemplated by this SECTION 6.10Agreement, a number of HoldCo ADSs equal including, but not limited to the product (rounded down conversion of shares of the Company Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Acquiror Common Stock on a basis consistent with the transactions contemplated by this Agreement. The Company and Acquiror agree to submit the amendments to the nearest whole numberAcquiror Stock Plans or the Company Stock Plan to their respective stockholders, if such submission is determined to be necessary by counsel to the Company or Acquiror after consultation with one another; PROVIDED, HOWEVER, that such approval shall not be a condition to the consummation of the Merger. (d) of Acquiror shall (i) reserve for issuance the number of shares of Company Acquiror Common Stock that will become subject to the option immediately prior benefit plans, programs and arrangements referred to the Effective Time in this Section 5.6 and (ii) issue or cause to be issued the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share appropriate number of Company shares of Acquiror Common Stock at which such option is exercisable immediately prior pursuant to applicable plans, programs and arrangements, upon the exercise or maturation of rights existing thereunder on the Effective Time by or thereafter granted or awarded. No later than the Effective Time, Acquiror shall prepare and file with the SEC a registration statement on Form S-8 (ivor other appropriate form) the ADS Consideration; PROVIDED, HOWEVER, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the registering a number of shares which may of Acquiror Common Stock necessary to fulfill Acquiror's obligations under this Section 5.6. Such registration statement shall be acquired pursuant to such option kept effective (and the terms and conditions current status of exercise of such option the prospectus required thereby shall be determined in order to comply with Section 424(amaintained) of for at least as long as Adjusted Options or the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADSCompany Awards remain outstanding. (be) As soon as practicable after the Effective Time, HoldCo Acquiror shall deliver to the participants in holders of the Company Option Plan Employee Stock Options and Company Awards appropriate notices setting forth such participantsholders' rights pursuant thereto and the grants pursuant to the Company Option Stock Plan and the agreements evidencing the grants of such Company Employee Stock Options and Company Awards and that such Company Employee Stock Options and Company Awards and the related agreements shall be assumed by Acquiror and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (cf) HoldCo shall take all corporate action necessary to have a sufficient number of shares of HoldCo ADSs available for delivery under the Company Option Plan as adjusted in accordance with this Section. As soon as practicable after Following the Effective Time, HoldCo (i) Acquiror shall file a registration statement on Form F-8 promulgated by cause the SEC under the Securities Act (or any successor or Surviving Corporation to honor in accordance with their terms all written employment, severance and other appropriate form) with respect to the HoldCo ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) For purposes of SECTION 2.01(c), Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectively, the "COMPANY RESTRICTED STOCK PLANS"). The Company shall take all corporate action necessary and obtain all relevant consents to ensure that the consideration received under such SECTION 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under the Company Restricted Stock Plans and the applicable award compensation agreements thereunder, including, without limitation, any forfeiture restrictions, subject to amendment or modification of such plans or award agreements to reflect action of the Board of Directors of the Company taken prior and its subsidiaries and (ii) Acquiror shall cause the Surviving Corporation to December 6, 1998 and disclosed provide severance benefits to ScottishPower prior to such dateemployees of the Surviving Corporation in accordance with Section 5.6(f) of the Acquiror Disclosure Schedule.

Company Stock Plan. (a) At the Effective TimeTime by virtue of the Merger and without any action on the part of the holders thereof, each outstanding option to purchase shares unvested share of restricted Company Common Stock issued pursuant to the Company Stock Plan (a "COMPANY STOCK OPTION"“Restricted Share”) will be vested and no longer subject to restrictions, and shall be treated as provided in Section 2.03(a) or Section 2.03(b), as applicable. (b) Subject to Parent’s compliance with the preceding provisions of this Section 2.06, the parties agree that, following the Effective Time, no holder of a Company Stock Option or Restricted Share, or any participant in any Company Stock Plan, or other Company Employee Plan or employee benefit arrangement of the Company or under any employment agreement shall have any right hereunder to acquire any Equity Interest (including any “phantom” stock or stock appreciation rights) in the Company, any of its Subsidiaries or the Surviving Corporation. (c) Prior to the Effective Time but after satisfaction of all conditions precedent to the Merger set forth in Article VII hereof that are capable of being satisfied prior to the Effective Time (other than the condition set forth in Section 7.02(a)), the Company shall: (i) cause each Company Stock Option that (a) is issued and outstanding (whether or not exercisable or vested) and (b) has an exercise price per share that is less than the Merger Consideration (each such option, a “Redeemed Company Stock Option”) to be cancelled automatically and converted into the right to receive an amount in cash per share equal to the excess of (x) the Merger Consideration over (y) the exercise price of such Redeemed Company Stock Option (the “Redeemed Option Consideration”); and (ii) pay the applicable Redeemed Option Consideration to each holder of Redeemed Company Stock Options. The actions described in this Section 2.06(c) are sometimes referred to hereinafter as the “Company Stock Option Redemption”. (d) Prior to the Effective Time, the Company shall use commercially reasonable efforts to obtain any consents or releases, if any, from the holders of Company Stock Options and Restricted Shares under the Company Option PlanStock Plan and to take all such other lawful action which in any case the Company determines is reasonably necessary (which include satisfying the requirements of Rule 16b-3(e) promulgated under the Exchange Act, whether vested and including adopting any necessary actions or unvestedresolutions of the Company Board or, shall be converted into an option to acquireif appropriate, on any committee administering the same terms and conditions as were applicable under such Company Stock Option, except as amended Plan) to provide for and give effect to the transactions contemplated by this SECTION 6.10Section 2.06. Except as otherwise agreed to in writing by the parties, a number of HoldCo ADSs equal to the product (rounded down to the nearest whole number) of (i) the number Company Stock Plan will terminate as of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo ADS at which such option is exercisable Company shall be the amount (rounded up use commercially reasonable efforts to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDED, HOWEVER, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS. (b) As soon as practicable after assure that following the Effective Time, HoldCo shall deliver to the participants no participant in the Company Option Plan appropriate notices setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (c) HoldCo shall take all corporate action necessary to have a sufficient number of shares of HoldCo ADSs available for delivery any right under the Company Option Stock Plan as adjusted in accordance with this Section. As soon as practicable after to acquire the Effective Time, HoldCo shall file a registration statement on Form F-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the HoldCo ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) For purposes of SECTION 2.01(c), Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectively, the "COMPANY RESTRICTED STOCK PLANS"). The Company shall take all corporate action necessary and obtain all relevant consents to ensure that the consideration received under such SECTION 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under the Company Restricted Stock Plans and the applicable award agreements thereunder, including, without limitation, any forfeiture restrictions, subject to amendment or modification of such plans or award agreements to reflect action of the Board of Directors capital stock of the Company taken prior to December 6, 1998 and disclosed to ScottishPower prior to such dateor the Surviving Corporation.

Company Stock Plan. (a) At the Effective Time, each outstanding option to purchase shares of Company Common Stock (a "COMPANY STOCK OPTIONCompany Stock Option") under the Company Option Plan, whether vested or unvested, shall be converted into an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, except as amended by this SECTION Section 6.10, a number of HoldCo Parent ADSs equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Company Common Stock subject to the option immediately prior to the Effective Time and (ii) the ADS Consideration and the option exercise price per HoldCo Parent ADS at which such option is exercisable shall be the amount (rounded up to the nearest whole cent) obtained by dividing (iii) the option exercise price per share of Company Common Stock at which such option is exercisable immediately prior to the Effective Time by (iv) the ADS Consideration; PROVIDEDprovided, HOWEVERhowever, that, in the case of any Company Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code ("QUALIFIED STOCK OPTIONS"), the option exercise price, the number of shares which may be acquired pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; PROVIDED, further, that, under no circumstances shall the option exercise price per HoldCo ADS be less than the aggregate par value of the HoldCo Ordinary Shares represented by a HoldCo ADS.qualified (b) As soon as practicable after the Effective Time, HoldCo Parent shall deliver to the participants in the Company Option Plan appropriate notices setting forth such participants' rights pursuant thereto and the grants pursuant to the Company Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section after giving effect to the Merger). (c) HoldCo Parent shall take all corporate action necessary to have a sufficient number of shares of HoldCo Parent ADSs available for delivery under the Company Option Plan as adjusted in accordance with this Section. As soon as practicable after the Effective Time, HoldCo Parent shall file a registration statement on Form F-8 promulgated by the SEC under the Securities Act (or any successor or other appropriate form) with respect to the HoldCo Parent ADSs subject to such options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. (d) For purposes of SECTION Section 2.01(c), Company Common Stock shall include shares of restricted Company Common Stock issued under the Company's Non-Employee Director's Stock Compensation Plan, Stock Incentive Plan and Long Term Incentive Plan (collectively, the "COMPANY RESTRICTED STOCK PLANSCompany Restricted Stock Plans"). The Company shall take all corporate action necessary and obtain all relevant consents to ensure that the consideration received under such SECTION Section 2.01(c) upon the conversion of each outstanding share of restricted Company Common Stock will continue to be subject to the same restrictions that such shares were subject to under the Company Restricted Stock Plans and the applicable award agreements thereunder, including, without limitation, any forfeiture restrictions, restrictions subject to amendment or modification of such plans or award agreements to reflect action of the Board of Directors of the Company taken prior to December 6, 1998 the date of this Agreement and previously disclosed to ScottishPower prior to such dateParent.