Common use of Conversion and Cancellation of Shares Clause in Contracts

Conversion and Cancellation of Shares. (a) At the BKFC EFFECTIVE TIME and as a result of the BKFC MERGER, automatically and without further act of BKFC, FTFC or the holders of FTFC common shares or BKFC shares of stock, the following shall occur: (i) Each outstanding FTFC common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock (hereinafter referred to as the "EXCHANGE RATE"); provided, however, that in the event of the payment by BKFC of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC shares of stock between the date of this AGREEMENT and the BKFC EFFECTIVE TIME, the EXCHANGE RATE shall be adjusted appropriately; (ii) Each of the options to purchase 21,406 FTFC common shares at an exercise price of $6.91 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which does not vest until January 29, 2001 (hereinafter collectively referred to as the "$6.91 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $12.24 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the $6.91 UNVESTED OPTIONS of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form of the Stock Option Award Agreement attached hereto as Exhibit D (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENT"); (iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of the $12.82 UNVESTED OPTIONS which vests on January 29, 2001 of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a STOCK OPTION AWARD AGREEMENT; (iv) Each issued FTFC common share which is not outstanding and which is held in the FTFC treasury shall be cancelled and extinguished; and (v) The outstanding shares of stock of BKFC before the BKFC EFFECTIVE TIME shall remain issued and outstanding after the BKFC EFFECTIVE TIME as shares of stock of the BKFC MERGER SURVIVOR. (b) At the BANK EFFECTIVE TIME and as a result of the BANK MERGER, automatically and without further act of the BANK, FSB, BKFC or FTFC, (i) each share of common stock of FSB shall be cancelled and extinguished and (ii) the shares of stock of the BANK issued and outstanding immediately before the BANK EFFECTIVE TIME shall be and constitute the issued and outstanding shares of the BANK MERGER SURVIVOR immediately after the BANK EFFECTIVE TIME.

Conversion and Cancellation of Shares. The manner of converting and canceling shares of the Company and Acquisition in the Merger shall be as follows: (a) At the BKFC EFFECTIVE TIME and as a result Effective Time, the aggregate of all shares of the BKFC MERGERCommon Stock of the Company (the "Shares") issued and outstanding immediately prior to the Effective Time (other than shares owned by Acquisition or any subsidiary of Acquisition (collectively, automatically the "the Acquisition Companies"), or Shares owned directly or indirectly by the Company as treasury stock) shall, by virtue of the Merger and without further act any action on the part of BKFCthe holder thereof, FTFC or be converted into the holders of FTFC common shares or BKFC shares of stockright to receive, without interest, the following shall occur:consideration, subject to adjustment as provided for in Section 4.1(b) below (the "Merger Consideration"): (i) Each outstanding FTFC common share shall be cancelled $ million, less the sum of the cash actually received by the Stockholders and/or the Company prior to the Effective Time from (x) the LOC Payment and extinguished and, in substitution and exchange therefor, (y) the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock No Shop Payment (hereinafter referred to as the "EXCHANGE RATECash Consideration"); provided, however, that in the event of the payment by BKFC of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC shares of stock between the date of this AGREEMENT and the BKFC EFFECTIVE TIME, the EXCHANGE RATE shall be adjusted appropriately;and (ii) Each Up to $ million in the form of Xxxxxx Shares (the "Equity Consideration") consisting of that number of Xxxxxx Shares which shall be equal to the greater of [A] the result obtained by dividing the dollar amount of the options Merger Consideration to purchase 21,406 FTFC common be paid in Xxxxxx Shares by the average (mathematical mean) of the last sale price (regular way) of a share of Xxxxxx Stock in the NASDAQ National Market System (or on the United States stock exchange on which 4 Xxxxxx'x shares are then listed), as reported in the Wall Street Journal, on each of the twenty (20) consecutive trading days commencing October 1, 1996 or [B] the dollar amount of the Purchase Price to be paid in Xxxxxx Shares divided by [$32]. (i) The Cash Consideration shall be decreased by an amount equal to the amount, if any, by which Operating Capital on the Closing Date is less than $180,000 (the "Adjustment"). For purposes of the calculations in this Section 4.1(b)(i), each item comprising Operating Capital shall be determined using the same methodology as was used to determine such item on the Interim Financial Statements. The Adjustment shall consist of an Interim Adjustment and a Post-Closing Adjustment as set forth below: (A) The Interim Adjustment shall be the amount, if any, by which Operating Capital is less than $180,000 on the date of the most recently available balance sheet (the "Pre-Closing Balance Sheet") and shall reduce the amount of the Cash Consideration payable on the Closing Date. The Company shall provide a copy of the Pre-Closing Balance Sheet to the Acquisition no later than five (5) business days prior to the Closing Date which shall serve as the basis for the calculation of the Interim Adjustment; (B) The Post-Closing Adjustment shall be the amount, if any, by which the Adjustment exceeds the Interim Adjustment. As promptly as practicable but no later than thirty (30) days after the Closing Date, Acquisition shall cause to be prepared a calculation of Operating Capital as of the Closing Date (the "Closing Date Calculation") which shall serve as the basis for the calculation of the Adjustment and the Post-Closing Adjustment. Upon the availability of the Closing Date Calculation, Acquisition shall deliver the Closing Date Calculation to the Stockholders, together with a certificate of the President and Chief Financial Officer of Acquisition to the effect that, to the best of their knowledge, such Closing Date Calculation is true and correct and has been prepared in a manner consistent with the Interim Financial Statements. Within five (5) days of delivering the Closing Date Calculation, the Stockholders shall pay Acquisition the Post- Closing Adjustment, if any. (C) In the event of any disagreement concerning the Post-Closing Adjustment, each party shall make available to the other such books and records as are relevant to such disagreement and are in the possession of such party, and the parties shall work together in good faith to resolve such disagreement. The portion of the Post-Closing Adjustment, if any, as to which the parties are unable to agree after sixty (60) days shall be referred for resolution to a nationally recognized accounting firm, mutually and reasonably acceptable to both parties. The determination of such third party, whose costs and expenses shall be borne equally by Acquisition and the Stockholders, shall be final and determinative. Upon such determination, the Stockholders shall make any additional payment required to be made, together with interest thereon at the rate set forth in Section 11.8 of this Agreement. (ii) The Cash Consideration shall also be decreased by an exercise amount equal to (A) $200,000 (together with accrued interest thereon to the Effective Date) and (B) the amount of indebtedness for borrowed money (together with accrued interest thereon to the Effective Time and any prepayment penalties) owed by the Company and its Subsidiaries on the Closing Date to Xxxxx Fargo Bank, N.A. or any other entity to which the Company owes funded debt on such date, except for indebtedness owed to the Association under those certain promissory notes dated and in the original principal amounts of $1.2 million and $835,000, respectively, and any amounts owed by the Company to USL Capital Corporation under those certain Master Lease Agreements dated December 22, 1994 and August 28, 1996. (iii) The Cash Consideration shall also be decreased by the amount (if any) of any and all fees and expenses incurred and unpaid by the Company and its subsidiaries at the Closing Date to brokers and finders, attorneys, accountants, appraisers and other professional advisors, including, without limitation, O'Melveny & Xxxxx LLP, Grief & Co., Xxxxxx Capital Group, LLC, U.S. Trust Company of California, N.A., Xxxxxx Xxxxxxxx & Company and Xxxxxxxx Xxxxx Xxxxxx & Xxxxx in connection with the transactions contemplated by this Agreement and the Association Asset Purchase Agreement or other matters related to the relationship between the Company and any of its Subsidiaries and the Association. (c) The LOC Payment, the No Shop Payment, the Equity Consideration and the Cash Consideration shall be distributed pro rata to each Stockholder in the proportion (the "Ownership Percentage") that the number of Shares issued and outstanding in the name of each such Stockholder immediately prior to the Effective Time bears to the total number of Shares issued and outstanding immediately prior to the Effective Time. For income tax purposes, the fair value of the Xxxxxx Shares shall be the price of $6.91 per share the Xxxxxx Shares in the NASDAQ National Market System (or United States stock exchange on which was granted pursuant it is then traded) as of the Closing Date. (d) At the Effective Time, all Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the STOCK OPTION PLANS right of holders (hereinafter definedother than the Acquisition Companies) to receive the Merger Consideration upon the surrender of such certificate in accordance with Section 4.2. (e) At the Effective Time, each Share owned directly or indirectly by the Company as treasury stock and which does not vest until January 29each Share issued and outstanding at the Effective Time and owned by any of the Acquisition Companies shall, 2001 (hereinafter collectively referred by virtue of the Merger and without any action on the part of the holder thereof, cease to as the "$6.91 UNVESTED OPTIONS")be outstanding, shall be canceled and extinguished and, in substitution retired without payment of any consideration therefor and exchange therefor, the holders thereof shall be entitled, subject cease to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $12.24 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the $6.91 UNVESTED OPTIONS of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form of the Stock Option Award Agreement attached hereto as Exhibit D (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENT"); (iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of the $12.82 UNVESTED OPTIONS which vests on January 29, 2001 of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a STOCK OPTION AWARD AGREEMENT; (iv) Each issued FTFC common share which is not outstanding and which is held in the FTFC treasury shall be cancelled and extinguished; and (v) The outstanding shares of stock of BKFC before the BKFC EFFECTIVE TIME shall remain issued and outstanding after the BKFC EFFECTIVE TIME as shares of stock of the BKFC MERGER SURVIVORexist. (bf) At the BANK EFFECTIVE TIME and as a result of the BANK MERGEREffective Time, automatically and without further act of the BANK, FSB, BKFC or FTFC, (i) each share of common stock Common Stock of FSB shall be cancelled and extinguished and (ii) the shares of stock of the BANK Acquisition issued and outstanding immediately before prior to the BANK EFFECTIVE TIME Effective Time shall be remain outstanding and constitute the issued and outstanding shares each certificate therefor shall continue to evidence one share of Common Stock of the BANK MERGER SURVIVOR immediately after the BANK EFFECTIVE TIMESurviving Corporation.

Conversion and Cancellation of Shares. (a) At the BKFC BFOH EFFECTIVE TIME and as a result of the BKFC BFOH MERGER, automatically and without further act of BKFCBFOH, FTFC MFFC or the holders of FTFC MFFC common shares or BKFC shares of stockBFOH common shares, the following shall occur: (i) Each outstanding FTFC MFFC common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock from BFOH $6.80 cash (hereinafter referred to as the "EXCHANGE RATECASH CONSIDERATION") and 0.444 common share of BFOH (hereinafter referred to as the "SHARE CONSIDERATION"); provided, however, that that, in the event of the payment establishment of a record date for the payment, or the payment, by BKFC BFOH of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC BFOH common shares of stock between the date of this AGREEMENT and the BKFC BFOH EFFECTIVE TIME, the EXCHANGE RATE SHARE CONSIDERATION shall be adjusted appropriatelyappropriately (hereinafter referred to as an "APPROPRIATE ADJUSTMENT"); (ii) Each of the options to purchase 21,406 FTFC 228,227 MFFC common shares at an exercise price of $6.91 per share which was granted pursuant to the STOCK OPTION PLANS MFFC 1995 Stock Option and Incentive Plan (hereinafter defined) and which does not vest until January 29, 2001 (hereinafter collectively referred to as the "$6.91 UNVESTED OPTIONSSTOCK OPTION PLAN"), to the extent not duly exercised before the BFOH EFFECTIVE TIME, shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, entitled to receive from BKFC an option to purchase for $12.24 per share a number BFOH cash in the amount of BKFC shares of stock equal to the product of difference between (I) the number sum of FTFC common shares $6.80, plus the product of 0.444 (subject to the $6.91 UNVESTED OPTIONS of each such holderan APPROPRIATE ADJUSTMENT), multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form mean average of the Stock Option Award Agreement attached hereto as Exhibit D closing bid and asked prices for a common share of BFOH on the NASDAQ System for the ten trading days ending two trading days before the CLOSING (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENTAVERAGE"), less (II) $13.69; (iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of the $12.82 UNVESTED OPTIONS which vests on January 29, 2001 of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a STOCK OPTION AWARD AGREEMENT; (iv) Each issued FTFC MFFC common share which is not outstanding and which is held in the FTFC MFFC treasury shall be cancelled and extinguished; and (viv) The Each BFOH common share outstanding shares of stock of BKFC before the BKFC BFOH EFFECTIVE TIME shall remain issued and outstanding after the BKFC EFFECTIVE TIME as shares of stock of the BKFC MERGER SURVIVOR.the (b) At the BANK EFFECTIVE TIME and as a result of the BANK MERGER, automatically and without further act of the BANK, FSBMFSB, BKFC XXOH or FTFCMFFC, (i) each share of common stock of FSB shall MFSB xxxll be cancelled and extinguished and (ii) the shares of common stock of the BANK issued and outstanding immediately before the BANK EFFECTIVE TIME shall be and constitute the issued and outstanding shares of the BANK MERGER SURVIVOR immediately after the BANK EFFECTIVE TIME.

Conversion and Cancellation of Shares. (a) At the BKFC BFOH EFFECTIVE TIME and as a result of the BKFC BFOH MERGER, automatically and without further act of BKFCBFOH, FTFC MFFC or the holders of FTFC MFFC common shares or BKFC shares of stockBFOH common shares, the following shall occur: (i) Each outstanding FTFC MFFC common share shall be cancelled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock from BFOH $6.80 cash (hereinafter referred to as the "EXCHANGE RATECASH CONSIDERATION") and 0.444 common share of BFOH (hereinafter referred to as the "SHARE CONSIDERATION"); provided, however, that that, in the event of the payment establishment of a record date for the payment, or the payment, by BKFC BFOH of any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC BFOH common shares of stock between the date of this AGREEMENT and the BKFC BFOH EFFECTIVE TIME, the EXCHANGE RATE SHARE CONSIDERATION shall be adjusted appropriatelyappropriately (hereinafter referred to as an "APPROPRIATE ADJUSTMENT"); (ii) Each of the options to purchase 21,406 FTFC 228,227 MFFC common shares at an exercise price of $6.91 per share which was granted pursuant to the STOCK OPTION PLANS MFFC 1995 Stock Option and Incentive Plan (hereinafter defined) and which does not vest until January 29, 2001 (hereinafter collectively referred to as the "$6.91 UNVESTED OPTIONSSTOCK OPTION PLAN"), to the extent not duly exercised before the BFOH EFFECTIVE TIME, shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, entitled to receive from BKFC an option to purchase for $12.24 per share a number BFOH cash in the amount of BKFC shares of stock equal to the product of difference between (I) the number sum of FTFC common shares $6.80, plus the product of 0.444 (subject to the $6.91 UNVESTED OPTIONS of each such holderan APPROPRIATE ADJUSTMENT), multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form mean average of the Stock Option Award Agreement attached hereto as Exhibit D closing bid and asked prices for a common share of BFOH on the NASDAQ System for the ten trading days ending two trading days before the CLOSING (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENTAVERAGE"), less (II) $13.69; (iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of the $12.82 UNVESTED OPTIONS which vests on January 29, 2001 of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a STOCK OPTION AWARD AGREEMENT; (iv) Each issued FTFC MFFC common share which is not outstanding and which is held in the FTFC MFFC treasury shall be cancelled and extinguished; and (viv) The Each BFOH common share outstanding shares of stock of BKFC before the BKFC BFOH EFFECTIVE TIME shall remain issued and outstanding after the BKFC BFOH EFFECTIVE TIME as shares of stock a common share of the BKFC BFOH MERGER SURVIVOR. (b) At the BANK EFFECTIVE TIME and as a result of the BANK MERGER, automatically and without further act of the BANK, FSBMFSB, BKFC XXOH or FTFCMFFC, (i) each share of common stock of FSB shall MFSB xxxll be cancelled and extinguished and (ii) the shares of common stock of the BANK issued and outstanding immediately before the BANK EFFECTIVE TIME shall be and constitute the issued and outstanding shares of the BANK MERGER SURVIVOR immediately after the BANK EFFECTIVE TIME.

Conversion and Cancellation of Shares. (a) At Subject to paragraphs (b) and (c) below, on the BKFC EFFECTIVE TIME and Effective Date, by reason of the Bank Merger, each share of Assumption Bank Common Stock outstanding immediately following the Company Merger shall, in accordance with the election made or deemed to have been made by the holder thereof in accordance with the procedures set forth in Section 3.3 of the Plan, be converted into (i) that number of shares of common stock, $.10 par value per share, of ArgentBank ("ArgentBank Common Stock") equal to (x) $21.5 million (the "Aggregate Merger Consideration Value") divided by the average of the closing sale prices of a share of ArgentBank Common Stock on the NASDAQ Stock Market for the forty days on which the NASDAQ Stock Market is open for trading preceding the fifth trading day immediately prior to the Effective Date (the "Average Market Price"), divided by (y) the number of outstanding shares of Assumption Bank Common Stock immediately following the Company Merger; provided that the formula set forth above shall be adjusted to take into account any change in the number of shares of ArgentBank Common Stock outstanding as a result of the BKFC MERGER, automatically and without further act of BKFC, FTFC a stock split or the holders of FTFC common shares or BKFC shares of stockstock dividend (as it may be so adjusted, the following shall occur: "Conversion Number"), or (ii) the right to receive $134.375 in cash (the "Cash Payment") ((i) Each outstanding FTFC common share shall be cancelled and extinguished and, in substitution and exchange therefor(ii) together, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive .5645 share of BKFC stock (hereinafter referred to as the "EXCHANGE RATEMerger Consideration"); providedprovided that, howeverany holder of 15 or fewer shares of Assumption Bank Common Stock ("De minimis Holdings") shall only be entitled to receive a Cash Payment for such shares, that in the event and holders of shares of Assumption Bank Common Stock as to which dissenter's rights have been perfected and not withdrawn or otherwise forfeited under Section 376 of the payment by BKFC Banking Laws or Section 131 of the LBCL shall not receive any stock dividends, stock splits or distributions in, or combinations or subdivisions of, BKFC shares of stock between the date of this AGREEMENT and the BKFC EFFECTIVE TIMEArgentBank Common Stock for such shares, the EXCHANGE RATE but shall instead be adjusted appropriately; (ii) Each of the options deemed to purchase 21,406 FTFC common shares at have made an exercise price of $6.91 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which does not vest until January 29, 2001 (hereinafter collectively referred to as the "$6.91 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, election to receive from BKFC an option to purchase Cash Payments for $12.24 per share a number all of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the $6.91 UNVESTED OPTIONS of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a stock option agreement in the form of the Stock Option Award Agreement attached hereto as Exhibit D (hereinafter referred to as the "STOCK OPTION AWARD AGREEMENT"); (iii) Each of the options to purchase 1,264 FTFC common shares at an exercise price of $12.82 per share which was granted pursuant to the STOCK OPTION PLANS (hereinafter defined) and which vests on and after January 29, 2001 (hereinafter collectively referred to as the "$12.82 UNVESTED OPTIONS"), shall be canceled and extinguished and, in substitution and exchange therefor, the holders thereof shall be entitled, subject to and upon compliance with Section 2.02 of this AGREEMENT, to receive from BKFC an option to purchase for $22.71 per share a number of BKFC shares of stock equal to the product of (I) the number of FTFC common shares subject to the portion of the $12.82 UNVESTED OPTIONS which vests on January 29, 2001 of each such holder, multiplied by (II) the EXCHANGE RATE; provided, however, that each such option shall be granted by BKFC subject to the terms and upon the conditions of a STOCK OPTION AWARD AGREEMENT; (iv) Each issued FTFC common share which is not outstanding and which is held in the FTFC treasury shall be cancelled and extinguished; and (v) The outstanding shares of stock of BKFC before the BKFC EFFECTIVE TIME shall remain issued and outstanding after the BKFC EFFECTIVE TIME as shares of stock of the BKFC MERGER SURVIVORshares. (b) At the BANK EFFECTIVE TIME and as a result of the BANK MERGER, automatically and without further act of the BANK, FSB, BKFC or FTFC, The total Cash Payments that shall be made hereunder (including (i) each share the Cash Payments that holders of common stock Assumption Bank Common Stock have elected, or have been deemed to have elected pursuant to Section 3.3(b)(i) of FSB shall be cancelled and extinguished and the Plan to receive ("Elected Cash Payments"), (ii) the Cash Payments that have been made in exchange for De minimis Holdings, (iii) the amount of cash paid in lieu of fractional shares pursuant to Section 3.3(h) of the Plan, and (iv) the amount of cash paid with respect to shares of stock Assumption Bank Common Stock ("Dissenting Shares") as to which dissenters rights have been perfected ("Total Cash Payments")) shall be limited to a maximum of $10,535,000 (the "Maximum Cash Number") and a minimum of $7,525,000 (the "Minimum Cash Number"). (c) If the Total Cash Payments payable to holders of Assumption Bank Common Stock in the aggregate exceed the Maximum Cash Number, the Available Cash (as defined below) shall be allocated among such holders pro rata, determined by multiplying the number of shares for which each holder of Assumption Bank Common Stock has elected to receive an Elected Cash Payment times a fraction, the numerator of which shall be the Maximum Cash Number less the amount of (i) Cash Payments that must be made in exchange for De minimis Holdings (ii) cash paid in lieu of fractional shares and (iii) cash paid with respect to Dissenting Shares, and the denominator of which shall be the total amount of Elected Cash Payments that holders of Assumption Bank Common Stock shall have elected to receive. The aggregate amount of cash available for all Cash Payments (the "Available Cash") shall be equal to the Maximum Cash Number. The number of shares of Assumption Bank Common Stock for which each holder shall be entitled to an Elected Cash Payment determined in accordance with the foregoing formula (such holder's "Pro Rata Share") shall then be multiplied by the amount of the BANK issued and outstanding immediately before Cash Payment to determine the BANK EFFECTIVE TIME total amount of cash such holder shall be and constitute entitled to receive. Each share of Assumption Bank Common Stock for which the issued and outstanding holder has elected to receive an Elected Cash Payment in excess of such holder's Pro Rata Share shall be converted into shares of ArgentBank Common Stock in accordance with the BANK MERGER SURVIVOR immediately after provisions of paragraph (a) above. (d) If the BANK EFFECTIVE TIMETotal Cash payments payable to holders of Assumption Bank Common Stock in the aggregate is less than the Minimum Cash Number, the Available Shares (as defined below) shall be allocated to such holders pro rata determined by multiplying the number of shares for which each holder of Assumption Bank Common Stock has elected to receive ArgentBank Common Stock times a fraction, the numerator of which shall be the Available Shares, and the denominator shall be the total number of shares of Assumption Bank Common Stock for which holders have elected to receive shares of ArgentBank Common Stock. The Available Shares shall equal 104,000 shares. Each share of Assumption Bank Common Stock for which the holder has elected to receive ArgentBank Common Stock in excess of such holder's pro rata share as determined in accordance with the foregoing formula shall be converted into Cash Payments in accordance with the provisions of paragraph (a) above.