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

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights, which are outstanding at the Effective Time, with respect to First United Common Stock pursuant to stock options or stock appreciation rights ("First United Options") granted by First United under the First United Stock Plans whether or not exercisable, shall be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each First United Option, in accordance with the terms of the First United Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each First United Option assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (ii) the number of shares of Regions Common Stock subject to such First United Option shall be equal to the number of shares of First United Common Stock subject to such First United Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such First United Option shall be adjusted by dividing the per share exercise price under each such First United Option by the Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption 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 stock option which is an "incentive stock option." First United agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. (b) All restrictions or limitations on transfer with respect to First United Common Stock awarded under the First United Stock Plans or any other plan, program, or arrangement of any First United Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights, which are outstanding at the Effective Time, rights with respect to First United FCBS Common Stock pursuant to stock options or stock appreciation rights ("First United FCBS Options") granted by First United FCBS under the First United FCBS Stock Plans Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each First United FCBS Option, in accordance with the terms of the First United FCBS Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each First United FCBS Option assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (ii) the number of shares of Regions Common Stock subject to such First United FCBS Option shall be equal to the number of shares of First United FCBS Common Stock subject to such First United FCBS Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such First United FCBS Option shall be adjusted by dividing the per share exercise price under each such First United FCBS Option by the Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption 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 stock option which is an "incentive stock option." First United FCBS agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.60.5. (b) All restrictions or limitations on transfer with respect to First United FCBS Common Stock awarded under the First United FCBS Stock Plans or any other plan, program, or arrangement of any First United FCBS Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 0.5 of this Agreement.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights, which are outstanding at the Effective Time, rights with respect to First United PALFED Common Stock pursuant to stock options or stock appreciation rights ("First United PALFED Options") granted by First United PALFED under the First United PALFED Stock Plans Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Regions Common Stock, and Regions shall assume each First United PALFED Option, in accordance with the terms of the First United PALFED Stock Plan and stock option agreement by which it is evidenced. From and after the Effective Time, (i) each First United PALFED Option assumed by Regions may be exercised solely for shares of Regions Common Stock (or cash in the case of stock appreciation rights), (ii) the number of shares of Regions Common Stock subject to such First United PALFED Option shall be equal to the number of shares of First United PALFED Common Stock subject to such First United PALFED Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iii) the per share exercise price under each such First United PALFED Option shall be adjusted by dividing the per share exercise price under each such First United PALFED Option by the Exchange Ratio and rounding down to the nearest cent. It is intended that the foregoing assumption 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 stock option which is an "incentive stock option." First United PALFED agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.60.6. (b) All restrictions or limitations on transfer with respect to First United PALFED Common Stock awarded under the First United PALFED Stock Plans or any other plan, program, or arrangement of any First United PALFED Company, to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, or arrangement, shall remain in full force and effect with respect to shares of Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 0.5 of this Agreement.

CONVERSION OF STOCK OPTIONS; RESTRICTED STOCK. (a) At the Effective Time, all rights, which are outstanding at the Effective Time, All rights with respect to First United Citizens Common Stock pursuant to stock options or stock appreciation rights ("First United Citizens Options") granted by First United under the First United Citizens Stock Plans Plans, whether or not exercisable, shall be converted into and become rights with respect to Regions Premier Common Stock, and Regions the Surviving Corporation shall assume each First United Citizens Option, in accordance with the terms of the First United Citizens Stock Plan and stock option agreement by which it is evidenced. From and after the Effective TimeDate, (i) each First United Citizens Option assumed by Regions the Surviving Corporation may be exercised solely for shares of Regions Premier Common Stock (or cash in the case of stock appreciation rights)Stock, (ii) the number of shares of Regions Premier Common Stock subject to such First United Citizens Option shall be equal to the number of shares of First United Citizens Common Stock subject to such First United Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio as defined in the Merger Agreement attached hereto as Exhibit "A", and (iii) the per share exercise price under ---------- each such First United Citizens Option shall be adjusted by dividing the per share exercise price under each such First United Option by to reflect the Exchange Ratio and rounding down to the nearest centRatio. It is intended that the foregoing assumption 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 stock option which is an "incentive stock option." First United agrees Citizens and Premier agree to take all necessary steps to effectuate effect the foregoing provisions of this Section 3.63.12. (b) All restrictions or limitations on transfer with respect to First United Citizens Common Stock awarded under the First United Citizens Stock Plans or any other plan, program, program or arrangement of any First United Company, Citizens to the extent that such restrictions or limitations shall not have already lapsed, and except as otherwise expressly provided in such plan, program, program or arrangement, shall remain in full force and effect with respect to shares of Regions Surviving Corporation Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement. (c) Notwithstanding the foregoing provisions of this Section 3.12, Premier may at its election substitute as of the Effective Date stock options under the Premier Bancshares, Inc. 1997 Stock Option Plan (the "Premier Stock Option Plan") for all or a part of the Citizens Options, subject to the following conditions: (i) the requirements of 3.12(a) and (b) shall be met; (ii) such substitution shall not constitute a modification, extension or renewal of any of the Citizens 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 Citizens Stock Option Plan or other document granting the Citizens Options; and (iv) each grant of a substitute option to any individual who shall be deemed subject to Section 16 of the Securities Exchange Act of 1934 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, Premier shall deliver to the participants receiving substitute options under the Premier Stock Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. Premier has reserved under the Premier Stock Option Plan adequate shares of Premier Common Stock for delivery upon exercise of any such substituted options.