Common use of CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK Clause in Contracts

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain Common Stock (either, a “Mountain Option”) outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain Option shall be equal to the number of shares of Mountain Common Stock subject to each such Mountain Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options shall be determined by dividing the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 of the Internal Revenue Code as to any Mountain Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunder.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain FNBG Common Stock (either, a “Mountain "FNBG Option”") outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain FNBG Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain FNBG Option shall be equal to the number of shares of Mountain FNBG Common Stock subject to each such Mountain FNBG Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) Ratio and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain FNBG Options shall be determined by dividing the per share exercise price of the Mountain FNBG Common Stock subject to each such Mountain FNBG Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain FNBG Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code as to any Mountain FNBG Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain FNBG such “"modification” " will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain FNBG Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain FNBG Options and shall use its 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 any of the Mountain FNBG Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain FNBG Options for resale thereunder.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each At the Effective Time, each option or warrant other Equity Right to purchase Mountain shares of Zynaxis Common Stock pursuant to stock options or stock appreciation rights (either, a “Mountain Option”"Zynaxis Options") granted by Zynaxis under the Zynaxis Stock Plan which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Vaxcel Common Stock Stock, and GB&T Vaxcel shall assume each such option Zynaxis Option, in accordance with the terms of the Zynaxis Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Vaxcel and its Compensation Committee shall be substituted for Zynaxis and the Committee of Zynaxis's Board of Directors (including, if applicable, the entire Board of Directors of Zynaxis) administering such Zynaxis Stock Plan, (ii) each Mountain Zynaxis Option assumed by GB&T Vaxcel may be exercised solely for GB&T shares of Vaxcel Common StockStock (or cash, if so provided under the terms of such Zynaxis Option), (iiiii) the number of shares of GB&T Vaxcel Common Stock subject to each Mountain such Zynaxis Option shall be equal to the number of shares of Mountain Zynaxis Common Stock subject to each such Mountain Zynaxis Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Zynaxis Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Zynaxis Option by the Option Exchange Ratio and rounding down up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel shall not be obligated to issue any fraction of a share of Vaxcel Common Stock upon exercise of Zynaxis Options and any fraction of a share of Vaxcel Common Stock that otherwise would be subject to a converted Zynaxis Option shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Zynaxis Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Common Stock at the time of exercise of an Option shall be undertaken in the last sale price of a manner that will share of Vaxcel Common Stock on the Nasdaq SmallCap Market (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by Vaxcel) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each Zynaxis Option which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the option, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify Each of Zynaxis and Vaxcel agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5, including using its reasonable efforts to obtain from each stock option holder of a Zynaxis Option any Consent or Contract that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exerciseddeemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement to the contrary notwithstanding, Vaxcel shall have the right, in addition its sole discretion, not to deliver the other payment methods set out consideration provided in the relevant option plan, by the reduction this Section 3.5 to a former holder of the number of shares subject to the option so that the difference between the option exercise price for a Zynaxis Option who has not delivered such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercisedConsent or Contract. (b) At all times As soon as practicable after the Effective Time, GB&T Vaxcel shall reserve for issuance such number of GB&T Common Stock as shall be necessary deliver to permit the exercise of Mountain Options participants in the manner contemplated Zynaxis Stock Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subject to the Zynaxis Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this AgreementSection 3.5(a) after giving effect to the Merger), and Vaxcel shall comply with the terms of the Zynaxis Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Zynaxis Stock Plan, that Zynaxis Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Vaxcel shall take all corporate action necessary to reserve for issuance sufficient shares of Vaxcel Common Stock for delivery upon exercise of Zynaxis Options assumed by it in accordance with this Section 3.5. As soon as practicable after the Effective Time, Vaxcel shall file a Registration Statement registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of Vaxcel Common Stock subject to the Mountain Options such options and shall use its best reasonable 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. (c) All contractual restrictions or limitations on transfer with respect to Zynaxis Common Stock awarded under the Zynaxis Stock Plan or any other plan, program, Contract or arrangement of any Zynaxis Company, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Mountain Options Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain outstanding. GB&T shall make any filings required under any applicable state securities laws in full force and effect with respect to qualify the GB&T shares of Vaxcel Common Stock subject into which such restricted stock is converted pursuant to such Mountain Options for resale thereunderSection 3.1.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain FBI Common Stock pursuant to stock options or stock appreciation rights (either"FBI Options") granted by FBI under the FBI Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Regions Common Stock Stock, and GB&T Regions shall assume each such option FBI Option, in accordance with the terms of the FBI Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain FBI Option assumed by GB&T Regions may be exercised solely for GB&T shares of Regions Common StockStock (or cash in the case of stock appreciation rights), (ii) the number of shares of GB&T Regions Common Stock subject to each Mountain such FBI Option shall be equal to the number of shares of Mountain FBI Common Stock subject to each such Mountain FBI Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such FBI Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain FBI Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option as defined in option." FBI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised3.6. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T All restrictions or limitations on transfer with respect to FBI Common Stock awarded under the FBI Stock Plans or any other plan, program, or arrangement of any FBI 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 be necessary remain in full force and effect with respect to permit the exercise shares of Mountain Options in the manner contemplated by Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunder.ARTICLE FOUR

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each At the Effective Time, each option or warrant to purchase Mountain or other right with respect to shares of Leader Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards (either"Leader Options") granted by Leader under the Leader Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T UPC Common Stock Stock, and GB&T UPC shall assume each such option Leader Option, in accordance with the terms of the stock option plan under which it was issued Leader Stock Plan and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) UPC and its Salary and Benefits Committee shall be substituted for Leader and the Committee of Leader's Board of Directors (including, if applicable, the entire Board of Directors of Leader) administering such Leader Stock Plan, (ii) each Mountain Leader Option assumed by GB&T UPC may be exercised solely for GB&T shares of UPC Common StockStock (or cash in the case of stock appreciation rights), (iiiii) the number of shares of GB&T UPC Common Stock subject to each Mountain such Leader Option shall be equal to the number of shares of Mountain Leader Common Stock subject to each such Mountain Leader Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Leader Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Leader Option by the Option Exchange Ratio and rounding down up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, UPC shall not be obligated to issue any fraction of a share of UPC Common Stock upon exercise of Leader Options and any fraction of a share of UPC Common Stock that otherwise would be subject to a converted Leader Option shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Leader Option equal to the product of such fraction and the difference between the market value of one share of UPC Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of UPC Common Stock at the time of exercise of an Option shall be undertaken in a manner that will the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by UPC) on the last trading day preceding the date of exercise. In addition, notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.5, each Leader Option which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the option, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in UPC and Leader agree to take all necessary steps to effectuate the opinion foregoing provisions of counsel for Mountain such “modification” will not constitute a modification as defined in this Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised3.5. (b) At all times As soon as practicable after the Effective Time, GB&T UPC shall reserve for issuance deliver to the participants in each Leader Stock Plan an appropriate notice setting forth such number participant's rights pursuant thereto and the grants subject to such Leader Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.5(a) after giving effect to the Merger), and UPC shall comply with the terms of GB&T Common each Leader Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Leader Stock Plan, that Leader Options which qualified as shall be necessary incentive stock options prior to permit the exercise of Mountain Options in Effective Time continue to qualify as incentive stock options after the manner contemplated by this AgreementEffective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed Within 30 days) after, days after the Effective Time, GB&T UPC shall file a Registration Statement registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of UPC Common Stock subject to the Mountain Options such options and shall use its best reasonable 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. (c) All contractual restrictions or limitations on transfer with respect to Leader Common Stock awarded under the Leader Stock Plans or any other plan, program, or Contract of any Leader Company, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Mountain Options Merger or otherwise), and except as otherwise expressly provided in such plan, program, or Contract, shall remain outstanding. GB&T shall make any filings required in full force and effect with respect to shares of UPC Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement. (d) In approving this Agreement, Leader and the Stock Option Committee appointed by the Board of Directors of Leader in accordance with paragraph 5(a) of the Leader Financial Corporation 1993 Stock Option and Incentive Plan agree not to permit the holders of options outstanding under any applicable state securities laws such plan to qualify receive cash upon the GB&T "Change in Control" of Leader in an amount equal to the excess of the "Market Value" of the Leader Common Stock subject to such Mountain Options for resale thereunderoption over the "Exercise Price" of the shares subject to such option in accordance with Section 12 of the Leader Financial Corporation 1993 Stock Option and Incentive Plan.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain CT Financial Services Common Stock (either, a “Mountain "CT Financial Services Option”") outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain CT Financial Services Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain CT Financial Services Option shall be equal to the number of shares of Mountain CT Financial Services Common Stock subject to each such Mountain CT Financial Services Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) Ratio and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain CT Financial Services Options shall be determined by dividing the per share exercise price of the Mountain CT Financial Services Common Stock subject to each such Mountain CT Financial Services Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain CT Financial Services Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code as to any Mountain CT Financial Services Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain CT Financial Services such “modification” modification will not constitute a modification "modification" as defined in Section 424 of the Internal Revenue Code for options which are incentive stock optionsoptions and as long as the accountants for both parties opine that such modification will not affect "pooling of interests" treatment required under Section 9.1(h)) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain CT Financial Services Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T shall file a Registration Statement on Form From S-3 or Form S-8, as the case may be (or any successor or other appropriate form), with respect to the GB&T Common Stock subject to the Mountain CT Financial Services Options and shall use its 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 any of the Mountain CT Financial Services Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain CT Financial Services Options for resale thereunder.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain FSB Common Stock pursuant to stock options (either"FSB Options") granted by FSB under the FSB Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Surviving Corporation Common Stock Stock, and GB&T the Surviving Corporation shall assume each such option FSB Option, in accordance with the terms of the FSB Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain FSB Option assumed by GB&T the Surviving Corporation may be exercised solely for GB&T shares of Surviving Corporation Common Stock, (ii) the number of shares of GB&T Surviving Corporation Common Stock subject to each Mountain such FSB Option shall be equal to the number of shares of Mountain FSB Common Stock subject to each such Mountain FSB Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such FSB Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain FSB Option by the Option Exchange Ratio and rounding down to the nearest cent. Notwithstanding the provisions of clause (ii) of the preceding sentence, the Surviving Corporation shall not be obligated to issue any fraction of a share of Surviving Corporation Common Stock upon exercise of a FSB Option, and any fraction of a share of Surviving Corporation Common Stock that would otherwise be subject to a converted FSB Option shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the "Market Value" of one share of Surviving Corporation Common Stock and the per share exercise price of such Option. The "Market Value" of one share of Surviving Corporation Common Stock shall be the last sales price of such common stock on Nasdaq, or such other exchange or market system on which Surviving Corporation Common Stock is then traded, (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by the Surviving Corporation) on the last trading day preceding the date of exercise or, if the Surviving Corporation Common Stock is not then traded on Nasdaq or an exchange, the "Market Value" of one share of Surviving Corporation Common Stock shall be established by the Board of Directors of the Surviving Corporation. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option as defined in option." FSB and CBC agree to take all necessary steps to effect the provisions of this Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised3.4. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunder.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain New Iberia Common Stock pursuant to stock options or stock appreciation rights (either"New Iberia Options") granted by New Iberia under the New Iberia Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Regions Common Stock Stock, and GB&T Regions shall assume each such option New Iberia Option, in accordance with the terms of the New Iberia Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain New Iberia Option assumed by GB&T Regions may be exercised solely for GB&T shares of Regions Common StockStock (or cash in the case of stock appreciation rights), (ii) the number of shares of GB&T Regions Common Stock subject to each Mountain such New Iberia Option shall be equal to the number of shares of Mountain New Iberia Common Stock subject to each such Mountain New Iberia Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such New Iberia Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain New Iberia Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option as defined in option." New Iberia agrees to take all necessary steps to effectuate the foregoing provisions of this Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised3.5. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain Options in the manner contemplated by this Agreement. At All restrictions or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T shall file a Registration Statement limitations on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form), transfer with respect to the GB&T New Iberia Common Stock subject awarded under the New Iberia Stock Plans or any other plan, program, or arrangement of any New Iberia Company, to the Mountain Options extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall use its best efforts remain in full force and effect with respect to maintain the effectiveness shares of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Regions Common Stock subject into which such restricted stock is converted pursuant to such Mountain Options for resale thereunderSection 3.1 of this Agreement.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain Cardinal Common Stock pursuant to stock options (either"Cardinal Options") granted by Cardinal under the Cardinal Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Area Common Stock Stock, and GB&T Area shall assume each such option Cardinal Option, in accordance with the terms of the Cardinal Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain Cardinal Option assumed by GB&T Area may be exercised solely for GB&T shares of Area Common Stock, (ii) the number of shares of GB&T Area Common Stock subject to each Mountain such Cardinal Option shall be equal to the number of shares of Mountain Cardinal Common Stock subject to each such Mountain Cardinal Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Cardinal Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Cardinal Option by the Option Exchange Ratio and rounding down to the nearest cent. Notwithstanding the provisions of clause (ii) of the preceding sentence, Area shall not be obligated to issue any fraction of a share of Area Common Stock upon exercise of a Cardinal Option, and any fraction of a share of Area Common Stock that would otherwise be subject to a converted Cardinal Option shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the "Market Value" of one share of Area Common Stock and the per share exercise price of such Option. The "Market Value" of one share of Area Common Stock shall be the last sales price of such common stock on Nasdaq, or such other exchange or market system on which Area Common Stock is then traded, (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Area) on the last trading day preceding the date of exercise. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunder.stock

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each At the Effective Time, each option or warrant other right to purchase Mountain shares of Eagle Common Stock pursuant to stock options or stock appreciation rights (either"Eagle Options") granted by Eagle under the Eagle Stock Plans, a “Mountain Option”) which is outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Lowe's Common Stock Stock, and GB&T Lowe's shall assume each such option Eagle Option, in accordance with the terms of the Eagle Stock Plans and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Lowe's and its Compensation Committee shall be substituted for Eagle and the Committee of Eagle's Board of Directors (including, if applicable, the entire Board of Directors of Eagle) administering such Eagle Stock Plans, (ii) each Mountain Eagle Option assumed by GB&T Lowe's may be exercised solely for GB&T shares of Lowe's Common StockStock (or cash, if so provided under the terms of such Eagle Option), (iiiii) the number of shares of GB&T Lowe's Common Stock subject to each Mountain such Eagle Option shall be equal to the number of shares of Mountain Eagle Common Stock subject to each such Mountain Eagle Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Eagle Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Eagle Option by the Option Exchange Ratio and rounding down up any fraction of a cent to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Lowe's shall not be obligated to issue any fraction of a share of Lowe's Common Stock upon exercise of Eagle Options and any fraction of a share of Lowe's Common Stock that otherwise would be subject to a converted Eagle Option shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Eagle Option equal to the product of such fraction and the difference between the market value of one share of Lowe's Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Lowe's Common Stock at the time of exercise of an Option shall be undertaken in a manner that will the closing price of such common stock on the NYSE (as reported by THE WALL STREET JOURNAL or, if not constitute a “modification” reported thereby, any other authoritative source selected by Lowe's) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6(a), each Eagle Option which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the option, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify Each of Eagle and Lowe's agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6, including using its reasonable efforts to obtain from each stock option holder of an Eagle Option any Consent or Contract that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, deemed necessary or advisable in addition order to effect the other payment methods set out in the relevant option plan, transactions contemplated by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercisedthis Section 3.6. (b) At all times As soon as practicable after the Effective Time, GB&T Lowe's shall reserve for issuance deliver to the participants in each Eagle Stock Plan an appropriate notice setting forth such number participant's rights pursuant thereto and the grants subject to such Eagle Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) after giving effect to the Merger), and Lowe's shall comply with the terms of GB&T Common each Eagle Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Eagle Stock Plan, that Eagle Options which qualified as shall be necessary incentive stock options prior to permit the exercise of Mountain Options in Effective Time continue to qualify as incentive stock options after the manner contemplated by this AgreementEffective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Lowe's shall take all corporate action necessary to reserve for issuance sufficient shares of Lowe's Common Stock for delivery upon exercise of Eagle Options assumed by it in accordance with this Section 3.6. As of the Effective Time, Lowe's shall file a Registration Statement registration statement on Form S-3 X-0, Xxxx X-0/X or Form S-8, as applicable (which shall include a re-offer prospectus, if necessary), as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of Lowe's Common Stock subject to the Mountain Options such options and shall use its best reasonable 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 any of the Mountain Options such options remain outstanding. GB&T With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, Lowe's shall make any filings required administer such Eagle Stock Plan assumed pursuant to this Section 3.6 in a manner that complies with Rule 16b-3 promulgated under any applicable state securities laws the Exchange Act to qualify the GB&T extent such Eagle Stock Plan complied with such rule prior to the Effective Time. (c) All contractual restrictions or limitations on transfer with respect to Eagle Common Stock subject awarded under the Eagle Stock Plans or any other plan, program, Contract or arrangement of any Eagle Company, to the extent that such Mountain Options for resale thereunderrestrictions or limitations shall not have already lapsed as of the Effective Time (whether as a result of the Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain in full force and effect following the Effective Time with respect to shares of Lowe's Common Stock into which such restricted stock is converted pursuant to Section 3.1; PROVIDED that any restrictions or limitations related to the performance of any Eagle Company shall be equitably adjusted to reflect the transactions contemplated by this Agreement.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option At the Effective Time, each option, warrant or warrant other Equity Right to purchase Mountain shares of Company Common Stock (either"Company Equity Rights") granted by Company, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights Equity Rights with respect to GB&T Parent Common Stock Stock, and GB&T Parent shall assume each such option Company Equity Right, in accordance with the terms of the stock option plan under which it was issued Company Stock Plan, as applicable, and the stock option or other agreement Contract by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Parent and its Compensation Committee shall be substituted for Company and the Committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of Company) administering such Company Stock Plan, (ii) each Mountain Option Company Equity Right assumed by GB&T Parent may be exercised solely for GB&T shares of Parent Common StockStock (or cash, if so provided under the terms of such Company Equity Right), (iiiii) the number of shares of GB&T Parent Common Stock subject to each Mountain Option such Company Equity Right shall be equal to the number of shares of Mountain Company Common Stock subject to each such Mountain Option Company Equity Right immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Common Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Company Equity Right shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Option Company Equity Right by the Option Common Exchange Ratio and rounding down up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Company Equity Right and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Company Equity Right shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Company Equity Right equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such Equity Right and the per share exercise price of such Equity Right. The market value of one share of Parent Common Stock at the time of exercise of an Equity Right shall be undertaken in a manner that will the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by Parent) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6, each Company Equity Right which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the Equity Right, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times As soon as practicable after the Effective Time, GB&T Parent shall reserve for issuance deliver to the participants in each Company Stock Plan an appropriate notice setting forth such number participant's rights pursuant thereto and the grants subject to such Company Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) after giving effect to the Merger), and Parent shall comply with the terms of GB&T Common each Company Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Company Stock Plan, that Company Equity Rights which qualified as shall be necessary incentive stock options prior to permit the exercise of Mountain Options in Effective Time continue to qualify as incentive stock options after the manner contemplated by this AgreementEffective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Parent shall take all corporate action necessary to reserve for issuance sufficient shares of Parent Common Stock for delivery upon exercise of Company Equity Rights assumed by it in accordance with this Section 3.6. As soon as practicable after the Effective Time, but not later than 30 days after the Effective Time, Parent shall file a Registration Statement registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of Parent Common Stock subject to the Mountain Options such options and shall use its best reasonable 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 any of the Mountain Options such Equity Rights remain outstanding. GB&T shall make any filings The Board of Directors of Parent shall, to the extent permitted by applicable Law, take or cause to be taken all actions necessary to obtain approval in the form required by Rule 16b-3 under any applicable state securities laws the Exchange Act so that, with respect to qualify persons who will or may become officers or directors of Parent, the GB&T transactions relating to the Merger that may be considered acquisitions under such rule for such persons will be exempt from Section 16 of the Exchange Act. (c) All contractual restrictions or limitations on transfer with respect to Company Common Stock subject awarded under the Company Stock Plans or any other plan, program, Contract or arrangement of any Company Entity, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain in full force and effect with respect to shares of Parent Common Stock into which such restricted stock is converted pursuant to Section 3.1. (d) The Compensation Committee of Company's Board of Directors shall take all necessary action under Section 14 of Company's Employee Qualified Stock Purchase Plan ("ESPP") to provide that the offering period thereunder that commenced on February 1, 2000 shall terminate on the earlier of (i) July 31, 2000 or (ii) the last trading date prior to the Effective Time, and to cause shares of Company Common Stock to be purchased and allocated to participants with respect to such Mountain Options for resale thereunderoffering period prior to the Effective Time. Company's Board of Directors shall take all necessary action under Section 16 of the ESPP to terminate the ESPP as of the end of the offering period that commenced on February 1, 2000.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option At the Effective Time, each option, warrant or warrant other Equity Right to purchase Mountain shares of Company Common Stock (either"COMPANY EQUITY RIGHTS") granted by Company, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights Equity Rights with respect to GB&T Parent Common Stock Stock, and GB&T Parent shall assume each such option Company Equity Right, in accordance with the terms of the stock option plan under which it was issued Company Stock Plan, as applicable, and the stock option or other agreement Contract by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Parent and its Compensation Committee shall be substituted for Company and the Committee of Company's Board of Directors (including, if applicable, the entire Board of Directors of Company) administering such Company Stock Plan, (ii) each Mountain Option Company Equity Right assumed by GB&T Parent may be exercised solely for GB&T shares of Parent Common StockStock (or cash, if so provided under the terms of such Company Equity Right), (iiiii) the number of shares of GB&T Parent Common Stock subject to each Mountain Option such Company Equity Right shall be equal to the number of shares of Mountain Company Common Stock subject to each such Mountain Option Company Equity Right immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Common Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Company Equity Right shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Option Company Equity Right by the Option Common Exchange Ratio and rounding down up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Parent shall not be obligated to issue any fraction of a share of Parent Common Stock upon exercise of Company Equity Right and any fraction of a share of Parent Common Stock that otherwise would be subject to a converted Company Equity Right shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Company Equity Right equal to the product of such fraction and the difference between the market value of one share of Parent Common Stock at the time of exercise of such Equity Right and the per share exercise price of such Equity Right. The market value of one share of Parent Common Stock at the time of exercise of an Equity Right shall be undertaken in a manner that will the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by Parent) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6, each Company Equity Right which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the Equity Right, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times As soon as practicable after the Effective Time, GB&T Parent shall reserve for issuance deliver to the participants in each Company Stock Plan an appropriate notice setting forth such number participant's rights pursuant thereto and the grants subject to such Company Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) after giving effect to the Merger), and Parent shall comply with the terms of GB&T Common each Company Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Company Stock Plan, that Company Equity Rights which qualified as shall be necessary incentive stock options prior to permit the exercise of Mountain Options in Effective Time continue to qualify as incentive stock options after the manner contemplated by this AgreementEffective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Parent shall take all corporate action necessary to reserve for issuance sufficient shares of Parent Common Stock for delivery upon exercise of Company Equity Rights assumed by it in accordance with this Section 3.6. As soon as practicable after the Effective Time, but not later than 30 days after the Effective Time, Parent shall file a Registration Statement registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of Parent Common Stock subject to the Mountain Options such options and shall use its best reasonable 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 any of the Mountain Options such Equity Rights remain outstanding. GB&T shall make any filings The Board of Directors of Parent shall, to the extent permitted by applicable Law, take or cause to be taken all actions necessary to obtain approval in the form required by Rule 16b-3 under any applicable state securities laws the Exchange Act so that, with respect to qualify persons who will or may become officers or directors of Parent, the GB&T transactions relating to the Merger that may be considered acquisitions under such rule for such persons will be exempt from Section 16 of the Exchange Act. (c) All contractual restrictions or limitations on transfer with respect to Company Common Stock subject awarded under the Company Stock Plans or any other plan, program, Contract or arrangement of any Company Entity, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain in full force and effect with respect to shares of Parent Common Stock into which such restricted stock is converted pursuant to Section 3.1. (d) The Compensation Committee of Company's Board of Directors shall take all necessary action under Section 14 of Company's Employee Qualified Stock Purchase Plan ("ESPP") to provide that the offering period thereunder that commenced on February 1, 2000 shall terminate on the earlier of (i) July 31, 2000 or (ii) the last trading date prior to the Effective Time, and to cause shares of Company Common Stock to be purchased and allocated to participants with respect to such Mountain Options for resale thereunderoffering period prior to the Effective Time. Company's Board of Directors shall take all necessary action under Section 16 of the ESPP to terminate the ESPP as of the end of the offering period that commenced on February 1, 2000.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain North Xxxxxx Common Stock pursuant to stock options granted by North Xxxxxx under the North Xxxxxx Stock Plans (either"North Xxxxxx Options"), a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Premier Common Stock Stock, and GB&T Premier shall assume each such option North Xxxxxx Option, in accordance with the terms of the North Xxxxxx Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain North Xxxxxx Option assumed by GB&T Premier may be exercised solely for GB&T shares of Premier Common Stock, (ii) the number of shares of GB&T Premier Common Stock subject to each Mountain such North Xxxxxx Option shall be equal to the number of shares of Mountain North Xxxxxx Common Stock subject to each such Mountain North Xxxxxx Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such North Xxxxxx Option shall be determined by dividing adjusted to reflect the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest centRatio. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option option." North Xxxxxx and Premier agree to take all necessary steps to effect the provisions of this Section 3.4. (b) Premier may, at its election, substitute, as defined in Section 422 of the Internal Revenue Code. GB&T will modify each Effective Time, stock option that it assumes options under the Premier Bancshares, Inc. 1997 Stock Option Plan (as long as in the opinion "Premier Stock Option Plan") for all or a part of counsel for Mountain the North Xxxxxx Options, subject to the following conditions: (i) the requirements of Section 3.4(a) shall be met; (ii) such “modification” will substitution shall not constitute a modification as defined in Section 424 modification, extension or renewal of any of the Internal Revenue Code for options North Xxxxxx Options which are incentive stock options; (iii) to provide that the substituted options may be exercised, shall continue in addition to effect in all material respects on the other payment methods set out same terms and conditions as contained in the relevant document granting the North Xxxxxx Options; and (iv) each grant of a substitute option plan, to any individual who shall be deemed subject to Section 16 of the 1934 Act shall have been specifically approved in advance by the reduction full Board of the number Directors of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value Premier or by a committee consisting solely of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after "non-employee" directors as defined in Rule 16b-3. As soon as practicable following the Effective Time, GB&T Premier shall reserve for issuance deliver to the participants receiving substitute options under the Premier Stock Option Plan an appropriate notice setting forth such number participant's rights pursuant thereto. Premier has reserved under the Premier Stock Option Plan adequate shares of GB&T Premier Common Stock as shall be necessary to permit the for delivery upon exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereundersubstituted options.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain BHC Common Stock pursuant to stock options granted by BHC (either"BHC Options"), a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Surviving Corporation Common Stock Stock, and GB&T the Surviving Corporation shall assume each such option BHC Option, in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement agreements by which it each such option is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain BHC Option assumed by GB&T the Surviving Corporation may be exercised solely for GB&T shares of Surviving Corporation Common Stock, (ii) the number of shares of GB&T Surviving Corporation Common Stock subject to each Mountain such BHC Option shall be equal to the number of shares of Mountain BHC Common Stock subject to each such Mountain BHC Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such BHC Option shall be determined by dividing adjusted to reflect the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest centRatio. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option option." BHC and Premier agree to take all necessary steps to effect the provisions of this Section 3.3. (b) Premier may at its election substitute as defined in Section 422 of the Internal Revenue Code. GB&T will modify each Effective Time stock option that it assumes options under the Premier Bancshares, Inc. 1997 Stock Option Plan (as long as in the opinion "Premier Stock Option Plan") for all or a part of counsel for Mountain the BHC Options, subject to the following conditions: (i) the requirements of Section 3.4(a) shall be met; (ii) such “modification” will substitution shall not constitute a modification as defined in Section 424 modification, extension or renewal of any of the Internal Revenue Code for options BHC Options which are incentive stock options; (iii) the substituted options shall continue in effect on substantially the same terms and conditions as contained in the document granting the BHC Options; and (iv) each grant of a substitute option to provide that any individual who shall be deemed subject to Section 16 of the options may be exercised1934 Act shall have been specifically approved in advance by the full Board of Directors of Premier or by a committee consisting solely of "non-employee" directors as defined in Rule 16b-3. As soon as practicable following the Effective Date, in addition Premier shall deliver to the other payment methods set out in participants receiving substitute options under the relevant option plan, by Premier Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. Premier has reserved under the reduction Premier Stock Option Plan adequate shares of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Premier Common Stock as shall be necessary to permit the for delivery upon exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereundersubstituted options.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant At the Effective Time, all rights with respect to purchase Mountain Xxxxxx Xxxxxxxx Common Stock pursuant to stock options granted by Xxxxxx Xxxxxxxx under the Xxxxxx Xxxxxxxx Stock Plans (either"Xxxxxx Xxxxxxxx Options"), a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Surviving Corporation Common Stock Stock, and GB&T the Surviving Corporation shall assume each such option Xxxxxx Xxxxxxxx Option, in accordance with the terms of the Xxxxxx Xxxxxxxx Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain Xxxxxx Xxxxxxxx Option assumed by GB&T the Surviving Corporation may be exercised solely for GB&T shares of Surviving Corporation Common Stock, (ii) the number of shares of GB&T Surviving Corporation Common Stock subject to each Mountain such Xxxxxx Xxxxxxxx Option shall be equal to the number of shares of Mountain Xxxxxx Xxxxxxxx Common Stock subject to each such Mountain Xxxxxx Xxxxxxxx Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) and , (iii) the per share exercise price under each such Xxxxxx Xxxxxxxx Option shall be adjusted to reflect the Exchange Ratio, and (iv) the shares of the GB&T Surviving Corporation Common Stock subject to underlying each Xxxxxx Xxxxxxxx Option shall remain registered under the Mountain Options shall be determined by dividing the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest centSecurities Act. It is intended that the foregoing assumption of Mountain Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code Code, as to any Mountain Option stock option which is an "incentive stock option option." Xxxxxx Xxxxxxxx and Premier agree to take all necessary steps to effect the provisions of this Section 3.4. (b) Premier may, at its election, substitute, as defined in Section 422 of the Internal Revenue Code. GB&T will modify each Effective Time, stock option that it assumes options under the Premier Bancshares, Inc. 1997 Stock Option Plan (as long as in the opinion "Premier Stock Option Plan") for all or a part of counsel for Mountain the Xxxxxx Xxxxxxxx Options, subject to the following conditions: (i) the requirements of Section 3.4(a) shall be met; (ii) such “modification” will substitution shall not constitute a modification as defined in Section 424 modification, extension or renewal of any of the Internal Revenue Code for options Xxxxxx Xxxxxxxx Options which are incentive stock options; (iii) to provide that the substituted options may be exercised, shall continue in addition to effect in all material respects on the other payment methods set out same terms and conditions as contained in the relevant document granting the Xxxxxx Xxxxxxxx Options; and (iv) each grant of a substitute option plan, to any individual who shall be deemed subject to Section 16 of the 1934 Act shall have been specifically approved in advance by the reduction full Board of the number Directors of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value Premier or by a committee consisting solely of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised. (b) At all times after "non-employee" directors as defined in Rule 16b-3. As soon as practicable following the Effective Time, GB&T Premier shall reserve for issuance deliver to the participants receiving substitute options under the Premier Stock Option Plan an appropriate notice setting forth such number participant's rights pursuant thereto. Premier has reserved under the Premier Stock Option Plan adequate shares of GB&T Premier Common Stock as shall be necessary to permit the for delivery upon exercise of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereundersubstituted options.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain SHB Common Stock (either, a “Mountain "SHB Option”") outstanding at the Effective Time shall be converted into and become rights with respect to GB&T Common Stock and GB&T shall assume each such option in accordance with the terms of the stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) each Mountain SHB Option assumed by GB&T may be exercised solely for GB&T Common Stock, (ii) the number of shares of GB&T Common Stock subject to each Mountain SHB Option shall be equal to the number of shares of Mountain SHB Common Stock subject to each such Mountain SHB Option immediately prior to the Effective Time, multiplied by 1.273 (the “Option Exchange Ratio”) Ratio and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain SHB Options shall be determined by dividing the per share exercise price of the Mountain SHB Common Stock subject to each such Mountain SHB Option by the Option Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption of Mountain SHB Options shall be undertaken in a manner that will not constitute a “"modification” " as defined in Section 424 of the Internal Revenue Code as to any Mountain SHB Option which is an incentive stock option as defined in Section 422 of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain SHB such “modification” modification will not constitute a modification "modification" as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition to the other payment methods set out in the relevant option plan, by the reduction of the number of shares subject to the option so that the difference between the option exercise price for such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercised.. In addition, prior to the Effective Time SHB shall have the right to amend the non-qualified stock option agreements of the directors of SHB to provide that the option agreements will not terminate due to termination of a director's service as a director due to a "Change of Control" (as defined in the option agreements), but will terminate due to termination of a director's service as an advisory director other than because of dissolution of the advisory board of the SH Bank division by G,B&T. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number of GB&T Common Stock as shall be necessary to permit the exercise of Mountain SHB Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&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 form), with <PAGE> respect to the GB&T Common Stock subject to the Mountain SHB Options and shall use its 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 any of the Mountain SHB Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain SHB Options for resale thereunder.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each At the Effective Time, each option or warrant other Equity Right to purchase Mountain shares of Pioneer Common Stock pursuant to stock options or stock appreciation rights (either"Pioneer Options") granted by Pioneer under the Pioneer Stock Plans, a “Mountain Option”) which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Buyer Common Stock Stock, and GB&T Buyer shall assume each such option Pioneer Option, in accordance with the terms of the Pioneer Stock Plans and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Buyer and its Compensation Committee shall be substituted for Pioneer and the Committee of Pioneer's Board of Directors (including, if applicable, the entire Board of Directors of Pioneer) administering such Pioneer Stock Plan, (ii) each Mountain Pioneer Option assumed by GB&T Buyer may be exercised solely for GB&T shares of Buyer Common StockStock (or cash, if so provided under the terms of such Pioneer Option), (iiiii) the number of shares of GB&T Buyer Common Stock subject to each Mountain such Pioneer Option shall be equal to the number of shares of Mountain Pioneer Common Stock subject to each such Mountain Pioneer Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) and (iii) the per share exercise price of the GB&T Common Stock subject to the Mountain Options shall be determined by dividing the per share exercise price of the Mountain Common Stock subject to each such Mountain Option by the Option Exchange Ratio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Pioneer Option shall be adjusted by dividing the per share exercise price under each such Pioneer Option by the Exchange Ratio and rounding up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Buyer shall not be obligated to issue any fraction of a share of Buyer Common Stock upon exercise of Pioneer Options and any fraction of a share of Buyer Common Stock that otherwise would be subject to a converted Pioneer Option shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Pioneer Option equal to the product of such fraction and the difference between the market value of one share of Buyer Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Buyer Common Stock at the time of exercise of an Option shall be undertaken in a manner that will the closing price of such common stock on the NYSE-Composite Transactions List last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by Buyer) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6, each Pioneer Option which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the option, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify Each of Pioneer and Buyer agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6, including using its reasonable efforts to obtain from each stock option holder of a Pioneer Option any Consent or Contract that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exerciseddeemed necessary or advisable in order to effect the transactions contemplated by this Section 3.6. Anything in this Agreement to the contrary notwithstanding, Buyer shall have the right, in addition its sole discretion, not to deliver the other payment methods set out consideration provided in the relevant option plan, by the reduction this Section 3.6 to a former holder of the number of shares subject to the option so that the difference between the option exercise price for a Pioneer Option who has not delivered such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercisedConsent or Contract. (b) At all times As soon as practicable after the Effective Time, GB&T Buyer shall reserve for issuance deliver to the participants in each Pioneer Stock Plan an appropriate notice setting forth such number participant's rights pursuant thereto and the grants subject to such Pioneer Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) after giving effect to the Merger), and Buyer shall comply with the terms of GB&T Common each Pioneer Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Pioneer Stock Plan, that Pioneer Options which qualified as shall be necessary incentive stock options prior to permit the exercise of Mountain Options in Effective Time continue to qualify as incentive stock options after the manner contemplated by this AgreementEffective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Buyer shall file a Registration Statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate form), with respect take all corporate action necessary to the GB&T reserve for issuance sufficient shares of Buyer Common Stock subject to the Mountain for delivery upon exercise of Pioneer Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunderassumed by it in accordance with this Section 3.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each option or warrant to purchase Mountain Common Stock (eitherAt the Effective Time, a “Mountain Option”) each CB&T Option which is outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Carolina First Common Stock Stock, and GB&T Carolina First shall assume each such option CB&T Option, in accordance with the terms of the CB&T Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Carolina First and its Compensation Committee shall be substituted for CB&T and the Committee of CB&T's Board of Directors (including, if applicable, the entire Board of Directors of CB&T) administering such CB&T Stock Plan, (ii) each Mountain CB&T Option assumed by GB&T Carolina First may be exercised solely for GB&T shares of Carolina First Common Stock, (iiiii) the number of shares of GB&T Carolina First Common Stock subject to each Mountain such CB&T Option shall be equal to the number of shares of Mountain CB&T Common Stock subject to each such Mountain CB&T Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such CB&T Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain CB&T Option by the Option Exchange Ratio and rounding down up to the nearest cent. It is intended that Notwithstanding the foregoing assumption provisions of Mountain Options shall be undertaken in a manner that will not constitute a “modification” as defined in Section 424 clause (iii) of the Internal Revenue Code as preceding sentence, Carolina First shall not be obligated to issue any Mountain fraction of a share of Carolina First Common Stock upon exercise of CB&T Options and any fraction of a share of Carolina First Common Stock that otherwise would be subject to a converted CB&T Option which is an incentive stock option as defined in Section 422 shall represent the right to receive a cash payment upon exercise of the Internal Revenue Code. GB&T will modify each stock option that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exercised, in addition converted CB&T Option equal to the other payment methods set out in the relevant option plan, by the reduction product of the number of shares subject to the option so that such fraction and the difference between the option exercise price for such shares and the fair market value of one share of Carolina First Common Stock at the time of exercise of such shares on Option and the option exercise date shall equal the option per share exercise price of the total number such Option. The market value of shares for which the option is being exercised. (b) At all times after the Effective Time, GB&T shall reserve for issuance such number one share of GB&T Carolina First Common Stock as at the time of exercise of an Option shall be necessary to permit the exercise last trading price of Mountain Options in the manner contemplated by this Agreement. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T shall file a Registration Statement on Form S-3 or Form S-8such Common Stock, as the case may be (reported by Interstate/Johnxxx Xxxe Xxxporation or any successor or other appropriate form), with respect to the GB&T Common Stock subject to the Mountain Options and shall use its 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 any of the Mountain Options remain outstanding. GB&T shall make any filings required under any applicable state securities laws to qualify the GB&T Common Stock subject to such Mountain Options for resale thereunder.J.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) Each At the Effective Time, each option or warrant other Equity Right to purchase Mountain shares of Zynaxis Common Stock pursuant to stock options or stock appreciation rights (either, a “Mountain Option”"Zynaxis Options") granted by Zynaxis under the Zynaxis Stock Plan which are outstanding at the Effective Time Time, whether or not exercisable, shall be converted into and become rights with respect to GB&T Vaxcel Common Stock Stock, and GB&T Vaxcel shall assume each such option Zynaxis Option, in accordance with the terms of the Zynaxis Stock Plan and stock option plan under which it was issued and the stock option or other agreement by which it is evidenced. From , except that from and after the Effective Time (all subject to appropriate adjustment for any transactions described in Section 3.2 if the record date with respect to such transaction is on or after the Effective Time), (i) Vaxcel and its Compensation Committee shall be substituted for Zynaxis and the Committee of Zynaxis's Board of Directors (including, if applicable, the entire Board of Directors of Zynaxis) administering such Zynaxis Stock Plan, (ii) each Mountain Zynaxis Option assumed by GB&T Vaxcel may be exercised solely for GB&T shares of Vaxcel Common StockStock (or cash, if so provided under the terms of such Zynaxis Option), (iiiii) the number of shares of GB&T Vaxcel Common Stock subject to each Mountain such Zynaxis Option shall be equal to the number of shares of Mountain Zynaxis Common Stock subject to each such Mountain Zynaxis Option immediately prior to the Effective Time, Time multiplied by 1.273 (the “Option Exchange Ratio”) , and (iiiiv) the per share exercise price of the GB&T Common Stock subject to the Mountain Options under each such Zynaxis Option shall be determined adjusted by dividing the per share exercise price of the Mountain Common Stock subject to under each such Mountain Zynaxis Option by the Option Exchange Ratio and rounding down up to the nearest cent. It is intended Notwithstanding the provisions of clause (iii) of the preceding sentence, Vaxcel shall not be obligated to issue any fraction of a share of Vaxcel Common Stock upon exercise of Zynaxis Options and any fraction of a share of Vaxcel Common Stock that otherwise would be subject to a converted Zynaxis Option shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted Zynaxis Option equal to the product of such fraction and the difference between the market value of one share of Vaxcel Common Stock at the time of exercise of such Option and the per share exercise price of such Zynaxis Option. The market value of one share of Vaxcel Common Stock at the time of exercise of an Option shall be undertaken in the last sale price of a manner that will share of Vaxcel Common Stock on the Nasdaq SmallCap Market (as reported by The Wall Street Journal or, if not constitute a “modification” reported thereby, any other authoritative source selected by Vaxcel) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5, each Zynaxis Option which is an "incentive stock option" shall be adjusted as defined in required by Section 424 of the Internal Revenue Code Code, and the regulations promulgated thereunder, so as not to any Mountain Option which is an incentive stock option as defined in constitute a modification, extension or renewal of the option, within the meaning of Section 422 424(h) of the Internal Revenue Code. GB&T will modify Each of Zynaxis and Vaxcel agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5, including using its reasonable efforts to obtain from each stock option holder of a Zynaxis Option any Consent or Contract that it assumes (as long as in the opinion of counsel for Mountain such “modification” will not constitute a modification as defined in Section 424 of the Internal Revenue Code for options which are incentive stock options) to provide that the options may be exerciseddeemed necessary or advisable in order to effect the transactions contemplated by this Section 3.5. Anything in this Agreement to the contrary notwithstanding, Vaxcel shall have the right, in addition its sole discretion, not to deliver the other payment methods set out consideration provided in the relevant option plan, by the reduction this Section 3.5 to a former holder of the number of shares subject to the option so that the difference between the option exercise price for a Zynaxis Option who has not delivered such shares and the fair market value of such shares on the option exercise date shall equal the option exercise price of the total number of shares for which the option is being exercisedConsent or Contract. (b) At all times As soon as practicable after the Effective Time, GB&T Vaxcel shall reserve for issuance such number of GB&T Common Stock as shall be necessary deliver to permit the exercise of Mountain Options participants in the manner contemplated Zynaxis Stock Plan an appropriate notice setting forth such participant's rights pursuant thereto and the grants subjec t to the Zynaxis Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this AgreementSection 3.5(a) after giving effect to the Merger), and Vaxcel shall comply with the terms of the Zynaxis Stock Plan to ensure, to the extent required by, and subject to the provisions of, such Zynaxis Stock Plan, that Zynaxis Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. At or prior to, or at the election of GB&T within a reasonable time (not to exceed 30 days) after, the Effective Time, GB&T Vaxcel shall take all corporate action necessary to reserve for issuance sufficient shares of Vaxcel Common Stock for delivery upon exercise of Zynaxis Options assumed by it in accordance with this Section 3.5. As soon as practicable after the Effective Time, Vaxcel shall file a Registration Statement registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate formforms), with respect to the GB&T shares of Vaxcel Common Stock subject to the Mountain Options such options and shall use its best reasonable 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. (c) All contractual restrictions or limitations on transfer with respect to Zynaxis Common Stock awarded under the Zynaxis Stock Plan or any other plan, program, Contract or arrangement of any Zynaxis Company, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the Mountain Options Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain outstanding. GB&T shall make any filings required under any applicable state securities laws in full force and effect with respect to qualify the GB&T shares of Vaxcel Common Stock subject into which such restricted stock is converted pursuant to such Mountain Options for resale thereunderSection 3.1.