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.

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.

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.

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.

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 3.6. (b) 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 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 exercisedany FBI Company, in addition to the other payment methods set out extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in the relevant option such plan, by the reduction program, or arrangement, shall remain in full force and effect with respect to shares of the number Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 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.this Agreement. ARTICLE FOUR

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.

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.

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 Notwithstanding the provisions of clause (iii) of the preceding sentence, Carolina First shall not be obligated to issue any 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 shall represent the foregoing assumption right to receive a cash payment upon exercise of Mountain Options such converted CB&T Option equal to the product of such fraction and the difference between the market value of one share of Carolina First 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 Carolina First Common Stock at the time of exercise of an Option shall be undertaken in a manner that will not constitute a “modification” the last trading price of such Common Stock, as defined in reported by Interstate/Johnxxx Xxxe Xxxporation or J.C. Xxxxxxxx & Xo., as the case may be. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.6, each CB&T Option which is an "incentive stock option" shall be adjusted as 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 CB&T and Carolina First 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 holder of a CB&T Option any Consent or Contract (including amendments to existing Employment Agreements and option award agreements) 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, Carolina First 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 CB&T 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.