Common use of Company Stock Plans Clause in Contracts

Company Stock Plans. (a) Prior to the consummation of the Offer the Company shall take all actions necessary to provide that, at or immediately prior to the Effective Time, (i) each then outstanding option to purchase Shares (the "Options") and ------- each outstanding Stock Appreciation Right (the "SARs") granted under the ---- Company's 1994 Director Stock Option Plan, 1994 Long-Term Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stock-based incentive plan or arrangement of the Company (collectively, the "Stock Plans"), whether or not ----------- then vested or exercisable, shall be cancelled and (ii) in consideration of such cancellation, such holders of Options and SARs shall receive for each Share subject to such Option or SAR an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per Share exercise price of such Option or the per Share base price of such SAR and (B) the number of Shares subject to such Option or SAR, whether or not vested. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any necessary consents from holders of Options and SARs; provided, -------- however, that prior to the purchase of Shares pursuant to the Offer, the Board ------- of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that such Option or SAR shall be converted into the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, to receive an amount in cash equal to the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined by multiplying (i) the excess, if any, of the Offer Price over the applicable exercise price of such Option or base price of such SAR by (ii) the number of Shares subject to such Option or SAR, in either case without interest or any other adjustment thereto.

Company Stock Plans. (a) Prior to Immediately after the consummation Acceptance Date, each holder of the Offer the Company shall take all actions necessary to provide that, at or immediately prior to the Effective Time, (i) each a then outstanding option to purchase Shares under any employee stock option or compensation plan or arrangement (the "Options") and ------- each outstanding Stock Appreciation Right (the "SARs") granted under the ---- Company's 1994 Director Stock Option Plan, 1994 Long-Term Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stock-based incentive plan or arrangement of the Company (collectively, the "Stock Plans"), whether or not ----------- then vested exercisable or exercisablefully vested, shall be cancelled and each holder of the warrants to purchase an aggregate of 202,597 Shares issued to certain parties (ii) collectively, the "Warrants"), shall, in consideration of such cancellationsettlement -------- thereof, such holders of Options and SARs shall receive for each Share subject to such Option Option, or SAR Warrant, an amount (subject to net of any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of difference between the Offer Price over and the per Share exercise price of such Option, or Warrant, to the extent the Offer Price is greater than the per Share exercise price of such Option or Warrant (such excess amount with respect to Options being hereinafter referred to as the per Share base price of "Option Consideration," and such SAR and (B) amount with respect to the number of Shares -------------------- Warrants being hereinafter referred to as the "Warrant Consideration"); --------------------- provided, however, that with respect to any person subject to Section 16(a) of -------- ------- the Exchange Act, any such Option or SARamount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Prior to the Acceptance Date, whether or not vested. The the Company shall use all its reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any obtain all necessary consents or releases from holders of Options and SARs; providedholders of Warrants, -------- however, that prior and take any such other action as may be reasonably necessary to give effect to the purchase transactions contemplated by this Section 2.4 (except for such action that may require the approval of Shares pursuant the Company's stockholders) and to otherwise cause each Option, and each Warrant, to be surrendered to the OfferCompany and cancelled at the Acceptance Date. The surrender of an Option, the Board ------- of Directors of or Warrant, to the Company shall adopt such resolutions be deemed a release of any and all rights the holder had or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that may have had in such Option or SAR shall be converted into Warrant, other than the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, right to receive an amount in cash equal the Option Consideration or Warrant Consideration. Parent shall provide the Company with sufficient funds to make the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined payments required by multiplying (i) the excess, if any, of the Offer Price over the applicable exercise price of such Option or base price of such SAR by (ii) the number of Shares subject to such Option or SAR, in either case without interest or any other adjustment theretothis Section 2.4.

Company Stock Plans. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding option to purchase Company Common Stock (a“Company Stock Option”), each Company Stock Option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) shall be cancelled and terminated and converted into the right to receive a cash amount equal to the Option Consideration (as defined below) for each share of Company Common Stock then subject to such Company Stock Option. Prior to the consummation of the Offer Effective Time, the Company shall take all actions necessary to provide that, at or that each Company Stock Option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) shall be cancelled and terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to such Company Stock Option. Except as otherwise provided below, the Option Consideration shall be paid upon or immediately following the Closing Date. Prior to the Effective Time, (i) each then outstanding option the Company shall make any amendments to purchase Shares (the "Options") and ------- each outstanding Stock Appreciation Right (terms of the "SARs") granted under the ---- Company's 1994 Director Stock Option 2003 Investment Plan, 1994 Long-Term the 2002 Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stockstock option plans, employee stock purchase plans or other equity-based incentive plan or arrangement related plans of the Company (collectivelythe “Company Stock Plans”), and to the terms of any agreement or instrument evidencing the grant of any Company Stock Options issued other than pursuant to the Company Stock Plans, and use its best efforts to obtain any consents from holders of Company Stock Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Company Stock 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, warrants or other rights or agreements that would entitle any Person, other than the Buyer and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof (other than pursuant to this Section 2.3) . Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans"), whether or not ----------- then vested or exercisable, shall be cancelled and (ii) in consideration of such cancellation, such holders termination to be effective at or before the Effective Time. For purposes of Options and SARs shall receive for each Share subject this Agreement, “Option Consideration” means, with respect to such Option or SAR any share of Company Common Stock issuable under a particular Company Stock Option, an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per Share exercise price of such Option or the per Share base price of such SAR and (B) the number of Shares subject to such Option or SAR, whether or not vested. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any necessary consents from holders of Options and SARs; provided, -------- however, that prior to the purchase of Shares pursuant to the Offer, the Board ------- of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that such Option or SAR shall be converted into the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, to receive an amount in cash equal to the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined by multiplying (i) the excess, if any, of the Offer Price Merger Consideration over the applicable exercise price of such Option or base price of such SAR by (ii) the number exercise price payable in respect of Shares subject to such Option or SAR, in either case without interest or any other adjustment theretoshare of Company Common Stock.

Company Stock Plans. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any outstanding option to purchase Company Common Stock (a“Company Stock Option”), each Company Stock Option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) shall be cancelled and terminated and converted into the right to receive a cash amount equal to the Option Consideration (as defined below) for each share of Company Common Stock then subject to such Company Stock Option. Prior to the consummation of the Offer Effective Time, the Company shall take all actions necessary to provide that, at or that each Company Stock Option outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) shall be cancelled and terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to such Company Stock Option. Except as otherwise provided below, the Option Consideration shall be paid upon or immediately following the Closing Date. Prior to the Effective Time, (i) each then outstanding option the Company shall make any amendments to purchase Shares (the "Options") and ------- each outstanding Stock Appreciation Right (terms of the "SARs") granted under the ---- Company's 1994 Director Stock Option 2003 Investment Plan, 1994 Long-Term the 2002 Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stockstock option plans, employee stock purchase plans or other equity-based incentive plan or arrangement related plans of the Company (collectivelythe “Company Stock Plans”), and to the terms of any agreement or instrument evidencing the grant of any Company Stock Options issued other than pursuant to the Company Stock Plans, and use its best efforts to obtain any consents from holders of Company Stock Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Company Stock 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, warrants or other rights or agreements that would entitle any Person, other than the Buyer and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof (other than pursuant to this Section 2.3). Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans"), whether or not ----------- then vested or exercisable, shall be cancelled and (ii) in consideration of such cancellation, such holders termination to be effective at or before the Effective Time. For purposes of Options and SARs shall receive for each Share subject this Agreement, “Option Consideration” means, with respect to such Option or SAR any share of Company Common Stock issuable under a particular Company Stock Option, an amount (subject to any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of the Offer Price over the per Share exercise price of such Option or the per Share base price of such SAR and (B) the number of Shares subject to such Option or SAR, whether or not vested. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any necessary consents from holders of Options and SARs; provided, -------- however, that prior to the purchase of Shares pursuant to the Offer, the Board ------- of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that such Option or SAR shall be converted into the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, to receive an amount in cash equal to the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined by multiplying (i) the excess, if any, of the Offer Price Merger Consideration over the applicable exercise price of such Option or base price of such SAR by (ii) the number exercise price payable in respect of Shares subject to such Option or SAR, in either case without interest or any other adjustment theretoshare of Company Common Stock.

Company Stock Plans. (a) Prior to Immediately after the consummation Acceptance Date, each holder of the Offer the Company shall take all actions necessary to provide that, at or immediately prior to the Effective Time, (i) each a then outstanding option to purchase Shares under any employee stock option or compensation plan or arrangement (the "Options") and ------- each outstanding Stock Appreciation Right (the "SARs") granted under the ---- Company's 1994 Director Stock Option Plan, 1994 Long-Term Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stock-based incentive plan or arrangement of the Company (collectively, the "Stock Plans"), whether or not ----------- then vested exercisable or exercisablefully vested, shall be cancelled and each holder of the warrants to purchase an aggregate of 202,597 Shares issued to certain parties (ii) collectively, the "Warrants"), shall, in consideration of such cancellationsettlement thereof, such holders of Options and SARs shall receive for each Share subject to such Option Option, or SAR Warrant, an amount (subject to net of any applicable withholding tax) in cash equal to the product of (A) the excess, if any, of difference between the Offer Price over and the per Share exercise price of such Option, or Warrant, to the extent the Offer Price is greater than the per Share exercise price of such Option or Warrant (such excess amount with respect to Options being hereinafter referred to as the per Share base price of "Option Consideration," and such SAR and (B) amount with respect to the number of Shares Warrants being hereinafter referred to as the "Warrant Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option or SARamount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Prior to the Acceptance Date, whether or not vested. The the Company shall use all its reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans and obtaining any obtain all necessary consents or releases from holders of Options and SARs; providedholders of Warrants, -------- however, that prior and take any such other action as may be reasonably necessary to give effect to the purchase transactions contemplated by this Section 2.4 (except for such action that may require the approval of Shares pursuant the Company's stockholders) and to otherwise cause each Option, and each Warrant, to be surrendered to the OfferCompany and cancelled at the Acceptance Date. The surrender of an Option, the Board ------- of Directors of or Warrant, to the Company shall adopt such resolutions be deemed a release of any and all rights the holder had or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each outstanding Option and SAR under the Stock Plans as to which any such consent is not obtained prior to the Effective Time to provide that may have had in such Option or SAR shall be converted into Warrant, other than the right, upon exercise of such Option or SAR and payment of the exercise price thereof, at any time after the Effective Time, right to receive an amount in cash equal the Option Consideration or Warrant Consideration. Parent shall provide the Company with sufficient funds to make the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined payments required by multiplying (i) the excess, if any, of the Offer Price over the applicable exercise price of such Option or base price of such SAR by (ii) the number of Shares subject to such Option or SAR, in either case without interest or any other adjustment theretothis Section 2.4.

Company Stock Plans. (a) Prior to the consummation Effective as of the Offer the Company shall take all actions necessary to provide that, at or immediately prior to and after the Effective Time, all outstanding awards (i“Company Stock Awards”) each then outstanding option to purchase Shares of stock options, stock appreciation rights (“SARs”), restricted shares of Common Stock, or units of Common Stock under the "Options") Company’s Stock Option and ------- each outstanding Stock Appreciation Right Plan (the "SARs") granted “SOAR”), or under the ---- Company's 1994 Director Stock Option Plan’s 2002 Omnibus Incentive Plan (the “OI”), 1994 Long-Term Incentive Plan, 1993 Incentive and Non-Statutory Stock Option Plan, 1987 Incentive Stock Option Plan, 1984 Incentive Stock Option Plan and any other stock-based incentive plan that remain unexercised or arrangement of unpaid at the Company (collectively, the "Stock Plans")Effective Time, whether or not ----------- then such awards had become vested or exercisableexercisable before such time, and all shares of Common Stock standing to participants’ credit in Stock Accounts maintained for them under, or which are to be credited to their Stock Accounts after the Effective Time pursuant to elections made by them before such time in accordance with, the provisions of the Company’s Nonqualified Deferred Compensation Plan (the “NQDCP” and, collectively with the SOAR and the OI, the “Company Stock Plans”) shall be cancelled and (ii) treated in consideration of such cancellation, such holders of Options and SARs shall receive for each Share subject to such Option or SAR an amount (subject to any applicable withholding tax) the manner set forth in cash equal the amendments to the product of (A) the excess, if any, of the Offer Price over the per Share exercise price of such Option or the per Share base price of such SAR and (B) the number of Shares subject to such Option or SAR, whether or not vested. The Company shall use all reasonable efforts to effectuate the foregoing, including without limitation amending the Stock Plans which are to be adopted by the Company Board of Directors, or by its Management Development and obtaining any necessary consents from holders of Options and SARs; providedCompensation Committee, -------- however, that prior to the purchase of Shares pursuant to the Offerresolutions set forth in Annex II to this Agreement, the Board ------- of Directors of the Company shall adopt such resolutions or take such other actions as are required to adjust, effective immediately prior to the Effective Time, the terms of each provided in Section 6.12 hereof. If any option outstanding Option and SAR under the Stock Plans as to which any such consent SOAR is not obtained prior to the Effective Time to provide that such Option or SAR shall be converted into the right, upon exercise of such Option or SAR and payment of the exercise price thereof, exercised at any time after the Effective Timedate of this Agreement and while the Offer remains in effect (the “Offer Period”), the holder thereof shall not be required to pay the exercise price for the shares of Common Stock as to which the holder intends to exercise the option, and no shares of Common Stock shall be issued or delivered to the holder upon such exercise of the option. Instead, the holder shall be entitled to receive a single lump sum cash payment, in an amount in cash equal to the Offer Price for each Share subject to such Option or SAR, or, alternatively, upon the surrender and cancellation of such Option or SAR at any time after the Effective Time to receive an amount in cash determined by multiplying (i) the excessnumber of shares covered by the holder’s exercise of such option, if any, by (ii) the excess of the Offer Price over the applicable exercise price for such shares, such lump sum to be paid promptly after the Effective Time if and only if the Effective Time occurs (it being understood that if the Effective Time does not occur such exercise shall be deemed not to have occurred). The amount so payable to the holder shall be reduced by all taxes required by law to be withheld therefrom. As soon as possible after the execution of such Option or base price this Agreement, all holders of such SAR by (ii) outstanding options under the number SOAR shall be furnished with written notice advising them that their options will be cash settled in accordance with the provisions of Shares subject to such Option or SAR, in either case without interest or any other adjustment theretothis Section 2.4 if exercised during the Offer Period.