Common use of Conversion of Stock Options and Stock Appreciation Rights Clause in Contracts

Conversion of Stock Options and Stock Appreciation Rights. (a) At the Effective Time, all rights with respect to First Capital Common Stock pursuant to stock options (the "First Capital Options") granted by First Capital under the First Capital Bank Holding Corporation 1999 Stock Incentive Plan (the "First Capital Option Plan"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Coastal Common Stock, and Coastal shall assume each First Capital Option in accordance with the terms of the First Capital Option Plan and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each First Capital Option assumed by Coastal may be exercised solely for shares of Coastal Common Stock, (ii) the number of shares of Coastal Common Stock subject to each First Capital Option shall be equal to the product of the number of shares of First Capital Common Stock subject to such First Capital Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such First Capital Option shall be adjusted by dividing the per share exercise price under each such First Capital Option by the Exchange Ratio and rounding down to the nearest cent. First Capital agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. (b) At the Effective Time, all interests with respect to stock appreciation rights (the "First Capital SARs") granted by First Capital under the First Capital Phantom Stock Appreciation Rights Plan (the "First Capital SAR Plan"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become interests with respect to Coastal Common Stock, and Coastal shall assume each First Capital SAR in accordance with the terms of the First Capital SAR Plan and phantom stock appreciation rights agreement by which it is evidenced. From and after the Effective Time, (i) the number of shares of Coastal Common Stock subject to each First Capital SAR shall be equal to the product of the number of shares of First Capital Common Stock subject to such First Capital SAR immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share fair market value under each such First Capital SAR (as defined in phantom stock appreciation rights agreement by which it is evidenced) shall be adjusted by dividing the per share fair market value under each such First Capital SAR by the Exchange Ratio and rounding down to the nearest cent. First Capital agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. (c) All restrictions or limitations on transfer with respect to First Capital Common Stock awarded under the First Capital Option Plan or any other plan, program, or arrangement of any First Capital Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Coastal Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Options and Stock Appreciation Rights. (a) At the Effective Time, all rights with respect to First Capital Common each Stock pursuant to stock options Option and SAR then outstanding (the "First Capital Options") granted and which by First Capital under the First Capital Bank Holding Corporation 1999 Stock Incentive Plan (the "First Capital Option Plan"), which are outstanding at its terms does not lapse on or before the Effective Time), whether or not then exercisable, shall be converted into and become rights with respect to Coastal BB&T Common Stock, and Coastal BB&T shall assume each First Capital Stock Option and SAR in accordance with the terms of the First Capital Stock Option Plan and the stock option agreement by which it is evidenced. From Plans, except that from and after the Effective Time, Time (i) BB&T and its Compensation Committee shall be substituted for Republic and the Committee of Republic's Board of Directors with respect to administering the Stock Option Plans, (ii) each First Capital Stock Option and SAR assumed by Coastal BB&T may be exercised solely for shares of Coastal BB&T Common Stock, or in the case of an SAR, a cash payment in respect of the value of shares of BB&T Common Stock, (iiiii) the number of shares of Coastal BB&T Common Stock subject to each First Capital such Stock Option and with respect to each SAR shall be equal to the product number of whole shares of BB&T Common Stock (omitting any fractional share) determined by multiplying the number of shares of First Capital Republic Common Stock subject to such First Capital Stock Option or SAR immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iiiiv) the per share exercise price under each such First Capital Stock Option and SAR shall be adjusted by dividing the per share exercise price under each such First Capital Stock Option and SAR by the Exchange Ratio and rounding down up to the nearest cent. First Capital agrees Notwithstanding the foregoing, BB&T may at its election substitute as of the Effective Time options or stock appreciation rights under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options or SARs, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options or SARs and shall be tax neutral to the option holder; and (C) the substituted options or stock appreciation rights shall continue in effect on the same terms and conditions as provided in the Stock Option or SAR agreements and the Stock Option Plans governing each Stock Option and SAR. BB&T shall cause each grant of a converted or substitute option or stock appreciation right to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3 (a "Continuing Insider") to be duly approved in accordance with the provisions of Rule 16b-3 such that the receipt thereof shall be exempt from Section 16(b) of the Exchange Act (BB&T and Republic agreeing that, in order to most effectively compensate and retain Continuing Insiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that Continuing Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law as a result of any deemed purchase or sale for purposes of Section 16(b) arising in connection with the exchange and/or conversion of shares of Republic Common Stock and Stock Options and SARs in the Merger). Each Stock Option which is an incentive stock option shall be adjusted as required by Section 424 of the Code, and the Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension, or renewal of the option within the meaning of Section 424(h) of the Code. BB&T and Republic agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.62.9. BB&T has reserved and shall continue to reserve adequate shares of BB&T Common Stock for delivery upon exercise of any converted or substitute options. Within fifteen days after the Effective Time, if it has not already done so, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of BB&T Common Stock subject to converted or substitute options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals, if any, who subsequent to the Merger may be subject to the reporting requirements under Section 16(a) of the Exchange Act, BB&T shall administer the Stock Option Plans assumed pursuant to this Section 2.9 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent necessary to preserve for such individuals the benefits of Rule 16b-3 to the extent such benefits were available to them prior to the Effective Time. Republic hereby represents that the Stock Option Plans in their current forms have been administered in compliance with Rule 16b-3 to the extent, if any, required as of the date hereof. (b) At As soon as practicable following the Effective Time, all interests with respect BB&T shall deliver to the participants receiving converted options or stock appreciation rights (the "First Capital SARs") granted by First Capital under the First Capital Phantom Stock Appreciation Rights BB&T Option Plan (the "First Capital SAR Plan"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become interests with respect to Coastal Common Stock, and Coastal shall assume each First Capital SAR in accordance with the terms of the First Capital SAR Plan and phantom stock appreciation an appropriate notice setting forth such participant's rights agreement by which it is evidenced. From and after the Effective Time, (i) the number of shares of Coastal Common Stock subject to each First Capital SAR shall be equal to the product of the number of shares of First Capital Common Stock subject to such First Capital SAR immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share fair market value under each such First Capital SAR (as defined in phantom stock appreciation rights agreement by which it is evidenced) shall be adjusted by dividing the per share fair market value under each such First Capital SAR by the Exchange Ratio and rounding down to the nearest cent. First Capital agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6pursuant thereto. (c) All restrictions or limitations on transfer Eligibility to receive new stock option grants following the Effective Time with respect to First Capital BB&T Common Stock awarded under the First Capital Option Plan or any other plan, program, or arrangement of any First Capital Company, shall be determined by BB&T in accordance with its plans and procedures as in effect from time to the extent that such restrictions or limitations shall not have already lapsedtime, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect subject to shares of Coastal Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreementany contractual obligations.

Conversion of Stock Options and Stock Appreciation Rights. (a) At the Effective Time, all rights with respect to First Capital Common each Stock pursuant to stock options Option and SAR then outstanding (the "First Capital Options") granted and which by First Capital under the First Capital Bank Holding Corporation 1999 Stock Incentive Plan (the "First Capital Option Plan"), which are outstanding at its terms does not lapse on or before the Effective Time), whether or not then exercisable, shall be converted into and become rights with respect to Coastal BB&T Common Stock, and Coastal BB&T shall assume each First Capital Stock Option and SAR in accordance with the terms of the First Capital Stock Option Plan and the stock option agreement by which it is evidenced. From Plans, except that from and after the Effective Time, Time (i) BB&T and its Compensation Committee shall be substituted for Republic and the Committee of Republic’s Board of Directors with respect to administering the Stock Option Plans, (ii) each First Capital Stock Option and SAR assumed by Coastal BB&T may be exercised solely for shares of Coastal BB&T Common Stock, or in the case of an SAR, a cash payment in respect of the value of shares of BB&T Common Stock, (iiiii) the number of shares of Coastal BB&T Common Stock subject to each First Capital such Stock Option and with respect to each SAR shall be equal to the product number of whole shares of BB&T Common Stock (omitting any fractional share) determined by multiplying the number of shares of First Capital Republic Common Stock subject to such First Capital Stock Option or SAR immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iiiiv) the per share exercise price under each such First Capital Stock Option and SAR shall be adjusted by dividing the per share exercise price under each such First Capital Stock Option and SAR by the Exchange Ratio and rounding down up to the nearest cent. First Capital agrees Notwithstanding the foregoing, BB&T may at its election substitute as of the Effective Time options or stock appreciation rights under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the “BB&T Option Plan”) for all or a part of the Stock Options or SARs, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options or SARs and shall be tax neutral to the option holder; and (C) the substituted options or stock appreciation rights shall continue in effect on the same terms and conditions as provided in the Stock Option or SAR agreements and the Stock Option Plans governing each Stock Option and SAR. BB&T shall cause each grant of a converted or substitute option or stock appreciation right to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Commission Rule 16b-3 (a “Continuing Insider”) to be duly approved in accordance with the provisions of Rule 16b-3 such that the receipt thereof shall be exempt from Section 16(b) of the Exchange Act (BB&T and Republic agreeing that, in order to most effectively compensate and retain Continuing Insiders in connection with the Merger, both prior to and after the Effective Time, it is desirable that Continuing Insiders not be subject to a risk of liability under Section 16(b) of the Exchange Act to the fullest extent permitted by applicable law as a result of any deemed purchase or sale for purposes of Section 16(b) arising in connection with the exchange and/or conversion of shares of Republic Common Stock and Stock Options and SARs in the Merger). Each Stock Option which is an incentive stock option shall be adjusted as required by Section 424 of the Code, and the Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension, or renewal of the option within the meaning of Section 424(h) of the Code. BB&T and Republic agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.62.9. BB&T has reserved and shall continue to reserve adequate shares of BB&T Common Stock for delivery upon exercise of any converted or substitute options. Within fifteen days after the Effective Time, if it has not already done so, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of BB&T Common Stock subject to converted or substitute options and shall maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such converted or substitute options remain outstanding. With respect to those individuals, if any, who subsequent to the Merger may be subject to the reporting requirements under Section 16(a) of the Exchange Act, BB&T shall administer the Stock Option Plans assumed pursuant to this Section 2.9 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent necessary to preserve for such individuals the benefits of Rule 16b-3 to the extent such benefits were available to them prior to the Effective Time. Republic hereby represents that the Stock Option Plans in their current forms have been administered in compliance with Rule 16b-3 to the extent, if any, required as of the date hereof. (b) At As soon as practicable following the Effective Time, all interests with respect BB&T shall deliver to the participants receiving converted options or stock appreciation rights (the "First Capital SARs") granted by First Capital under the First Capital Phantom Stock Appreciation Rights BB&T Option Plan (the "First Capital SAR Plan"), which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become interests with respect to Coastal Common Stock, and Coastal shall assume each First Capital SAR in accordance with the terms of the First Capital SAR Plan and phantom stock appreciation an appropriate notice setting forth such participant’s rights agreement by which it is evidenced. From and after the Effective Time, (i) the number of shares of Coastal Common Stock subject to each First Capital SAR shall be equal to the product of the number of shares of First Capital Common Stock subject to such First Capital SAR immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share fair market value under each such First Capital SAR (as defined in phantom stock appreciation rights agreement by which it is evidenced) shall be adjusted by dividing the per share fair market value under each such First Capital SAR by the Exchange Ratio and rounding down to the nearest cent. First Capital agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6pursuant thereto. (c) All restrictions or limitations on transfer Eligibility to receive new stock option grants following the Effective Time with respect to First Capital BB&T Common Stock awarded under the First Capital Option Plan or any other plan, program, or arrangement of any First Capital Company, shall be determined by BB&T in accordance with its plans and procedures as in effect from time to the extent that such restrictions or limitations shall not have already lapsedtime, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect subject to shares of Coastal Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreementany contractual obligations.