Common use of Conversion of Stock Options Clause in Contracts

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not exercisable, shall be converted into and become rights with respect to PSS Common Stock, and PSS shall assume each Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS or other Equity Right to purchase shares of GSMS JCN Common StockStock pursuant to stock options or stock appreciation rights ("JCN Options") granted by JCN under the JCN Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS Highwoods Common Stock, and PSS Highwoods shall assume each JCN Option, in accordance with the terms of the GSMS JCN Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Highwoods and its Compensation Committee shall be substituted for GSMS JCN and the Committee committee of GSMSJCN's Board of Directors (including, if applicable, the entire Board of Directors of GSMSJCN) administering the GSMS such JCN Stock PlansPlan, (ii) each JCN Option assumed by PSS Highwoods may be exercised solely for shares of PSS Highwoods Common StockStock (or cash, if so provided under the terms of such JCN Option), (iii) the number of shares of PSS Highwoods Common Stock subject to such JCN Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS JCN Common Stock subject to such JCN Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such JCN Option shall be adjusted by dividing the per share exercise price under each such JCN Option by the Exchange Ratio and rounding up to the nearest whole cent, (v) each JCN Option that would have become fully exercisable under a JCN Stock Plan as a result of a "change in control" will continue to be fully exercisable into shares of Highwoods Common Stock upon consummation of the Merger, and (vi) employment by Highwoods of a JCN employee upon consummation of the Merger will not be deemed a termination of employment by JCN that would limit such employee's rights to exercise any JCN Option under the provisions hereof. Notwithstanding the provisions of clause (iii) of the preceding sentence, Highwoods shall not be obligated to issue any fraction of a share of Highwoods Common Stock upon exercise of JCN Options and any fraction of a share of Highwoods Common Stock that otherwise would be subject to a converted JCN Option shall represent the right to receive a cash payment upon exercise of such converted JCN Option equal to the product of such fraction and the difference between the market value of one share of Highwoods Common Stock at the time of exercise of such Option and the per share exercise price of such Option. For purposes of this Section 3.7, the market value of one share of Highwoods Common Stock at the time of exercise of a JCN Option shall be the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Highwoods) 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(a)3.7, each JCN Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. (b) Prior . Each of JCN and Highwoods agrees to take all necessary steps to effectuate the Effective Timeforegoing provisions of this Section 3.7, GSMS shall use including using its reasonable best efforts to obtain all necessary consents from each holder of a JCN Option any reasonable Consent or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as Contract that may be deemed reasonably necessary or advisable in order to give effect to the transactions contemplated by this SectionSection 3.7. Anything in this Agreement to the contrary notwithstanding, Highwoods shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.7 to a former holder of a JCN Option who has not delivered such Consent or Contract. (cb) As soon as practicable after the Effective Time, PSS Highwoods shall deliver to the holders of Options participants in each JCN Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options JCN Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.7(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS Highwoods shall comply with the terms of the GSMS each JCN Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such JCN Stock PlansPlan, that JCN Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, Highwoods shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Highwoods Common Stock for delivery upon the exercise of OptionsJCN Options assumed by it in accordance with this Section 3.7. As soon as practicable after the Effective Time, PSS Highwoods shall file a registration statement on Form S-3 S3 or Form S-8S8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS Highwoods Common Stock subject to such Options options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS Highwoods shall administer the GSMS JCN Stock Plans Plan assumed pursuant to this Section 3.7 in a manner that complies with Rule 16b-3 16b3 promulgated under the 1934 Act Act. (c) All contractual restrictions or limitations on transfer with respect to JCN Common Stock awarded under the JCN Stock Plan or any other plan, program, Contract or arrangement of any JCN Entity, to the extent that such restrictions or limitations shall not have already lapsed (whether as a result of the GSMS 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 Highwoods Common Stock Plans complied with into which such rule prior restricted stock is converted pursuant to the MergerSection 3.1.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseOption then outstanding, whether or not then exercisable, shall be converted into and become rights with respect to PSS SNC Common Stock, and PSS SNC shall assume each Stock Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement agreement, or other agreement, by which it is evidenced, except that from and after the Effective Time, Time (i) PSS SNC and its Compensation Committee shall be substituted for GSMS UCB and the Committee of GSMSUCB's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS SNC may be exercised solely for shares of PSS SNC Common Stock, (iii) the number of shares of PSS SNC Common Stock subject to such Stock Option shall be equal to the number of whole shares of SNC (rounded down to the nearest whole omitting any fractional share) determined by multiplying the number of GSMS shares of UCB Common Stock subject to such Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a2.10(a), each Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. SNC and UCB agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.10. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS SNC shall deliver to the holders of Options participants in the Stock Option Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of pursuant to such Options Stock Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.10(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS SNC shall comply with the terms of the GSMS Stock Plans and Option Plan to ensure, to the extent lawful and practicable, required by and subject to the provisions of, the GSMS of such Stock PlansOption Plan, that Stock Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, SNC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS SNC Common Stock for delivery upon the exercise of OptionsStock Options assumed by it in accordance with this Section 2.10. As soon as practicable after the Effective Time, PSS SNC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS SNC Common Stock subject to such Stock Options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS SNC shall administer the GSMS Stock Plans Option Plan assumed pursuant to this Section 2.10 in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. UCB hereby represents that the Stock Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996. (c) Notwithstanding the foregoing provisions of this Section 2.10, SNC may at its election substitute as of the Effective Time options under the Southern National Corporation 1995 Omnibus Stock Incentive Plan (the "SNC Option Plan") for all or a part of the Stock Options, subject to the following conditions: (i) the requirements of Section 2.10(a)(iii) and (iv) shall be met; (ii) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options which are incentive stock options; (iii) the substituted options shall continue in effect on the same terms and conditions as the Stock Option Plan or other document granting the Stock Option; and (iv) each grant of a substitute option shall have been specifically approved in advance by the full Board of Directors of SNC or by a committee consisting solely of "non-employee" directors as defined in Rule 16b-3. As soon as practicable following the Effective Time, SNC shall deliver to the participants receiving substitute options under the SNC Option Plan an appropriate notice setting forth such participant's rights pursuant thereto. SNC has reserved under the SNC Option Plan adequate shares of SNC Common Stock for delivery upon exercise of any such substituted options. SNC hereby represents that the SNC Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by GSMS to purchase shares of GSMS Common StockMagna under the Magna Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS UPC Common Stock, and PSS UPC shall assume each Magna Option, in accordance with the terms of the GSMS Magna Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS UPC and its Compensation Salary and Benefits Committee shall be substituted for GSMS Magna and the Committee of GSMSMagna's Board of Directors (including, if applicable, the entire Board of Directors of GSMSMagna) or other independent committee administering the GSMS such Magna Stock PlansPlan, (ii) each Magna Option assumed by PSS UPC may be exercised solely for shares of PSS UPC Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS UPC Common Stock subject to such Magna Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Magna Common Stock subject to such Magna Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each such Magna Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Magna Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS UPC shall deliver to the holders of Options participants in each Magna Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options Magna Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS UPC shall comply with the terms of the GSMS each Magna Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Magna Stock PlansPlan, that Magna Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 30 days after the Effective Time, PSS UPC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS UPC Common Stock subject to such Options options and shall use its reasonable 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 such options remain outstanding. With respect . (c) In approving this Agreement, Magna and the Committee appointed by the Board of Directors of Magna in accordance with paragraph 3 of the Magna Bancorp, Inc. 1990 Stock Option and Incentive Plan agree not to those individuals who subsequent permit the holders of options outstanding under such plan to receive cash upon the Merger in an amount equal to the Merger will be excess of the "Market Value" of the Magna Common Stock subject to such option over the reporting requirements under Section 16(a) "Exercise Price" of the 1934 Actshares subject to such option in accordance with Section 11 of the Magna Bancorp, where applicable, PSS shall administer the GSMS Inc. 1990 Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerOption and Incentive Plan.

Conversion of Stock Options. (a) At the Effective Time, each option all rights with respect to FCB Common Stock pursuant to stock options (the “FCB Options”) granted by GSMS to purchase shares of GSMS Common StockFCB under the FCB Option Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS Flag Common Stock, and PSS Flag shall assume each Option, FCB Option in accordance with the terms of the GSMS Stock FCB Option Plan and the stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each FCB Option assumed by PSS Flag may be exercised solely for shares of PSS Flag Common Stock, (iiiii) the number of shares of PSS Flag Common Stock subject to such FCB Option shall be equal to the product of the number of whole shares (rounded down to the nearest whole share) of GSMS FCB Common Stock subject to such FCB Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding up to the nearest whole share, and (iviii) the per share exercise price under each such FCB Option shall be adjusted by dividing the per share exercise price under each such FCB Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding Flag agrees to take all necessary steps to effectuate the foregoing provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code3.6. (b) Prior All restrictions or limitations on transfer with respect to FCB Common Stock awarded under the FCB Option Plan or any other plan, program or arrangement of any FCB Company, to the Effective Time, GSMS extent that such restrictions or limitations shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any not have already lapsed (whether as a result of the GSMS Merger or otherwise), and except as otherwise expressly provided in such plan, program or arrangement, shall remain in full force and effect with respect to shares of Flag Common Stock Plans or otherwise and take all into which such other lawful action as may be necessary restricted shares of FCB Common Stock are converted pursuant to give effect to the transactions contemplated by Section 3.1 of this SectionAgreement. (c) As soon as practicable At all times after the Effective Time, PSS Flag shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient such number of shares of PSS Flag Common Stock for delivery upon as shall be necessary to permit the exercise of OptionsFCB Options in the manner contemplated by this Agreement. As soon as practicable after following the Effective Time, PSS Flag shall file a registration statement Registration Statement on Form S-3 or Form S-8, as S-8 with the case may be (or any successor or other appropriate forms), SEC with respect to the shares of PSS Flag Common Stock subject to such the FCB Options and shall use its reasonable 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 such options any of the FCB Options remain outstanding. With respect Flag shall make any filings required under any applicable state securities laws to those individuals who subsequent to qualify the Merger will be Flag Common Stock subject to such FCB Options for resale thereunder. Flag shall use its reasonable efforts to cause the reporting requirements under Section 16(a) shares of Flag Common Stock to be issued upon the 1934 Act, where applicable, PSS shall administer exercise of FCB Options to be listed on the GSMS Nasdaq National Market or such other market as Flag Common Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergeris then listed.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS options to purchase an aggregate of 315,000 shares of GSMS Common Stock, which is outstanding Company Stock held by Xxxxxx immediately prior thereto to the Effective Time (an "Option" or, collectively, the "Assumed Options"), granted by the GSMS under the GSMS ) shall cease to represent a right to acquire shares of Company Stock Plans or otherwise, whether or not exercisable, and shall be converted automatically into options to acquire, under the same terms and become rights with respect conditions as were applicable to PSS such Assumed Options immediately prior to the Effective Time (e.g., among other things, such Assumed Options shall be fully vested), shares of Webhire Common Stock, and PSS Webhire shall assume each Optionthe Assumed Options and the option agreements pursuant to which the Assumed Options were granted; PROVIDED, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidencedHOWEVER, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Option assumed by PSS may be exercised solely for shares of PSS Common Stock, (iii) the number of shares of PSS Webhire Common Stock subject to such purchasable upon exercise of each Assumed Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Company Stock subject to that were purchasable under such Assumed Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio rounding to the nearest whole share, and (ivii) the per share exercise price under each such Assumed Option shall be adjusted by dividing the per share exercise price under of each such Assumed Option by the Exchange Ratio and Ratio, rounding up to the nearest whole cent. Notwithstanding the provisions of clauses , (iii) Section 14 of the option agreements pursuant to which such Assumed Options were granted, and all references thereto in the option agreements, shall no longer apply to such Assumed Options, and (iv) Section 17 of the first sentence Company's 1998 Stock Option/Stock Issuance Plan shall no longer apply to such agreements. The terms of this Section 3.5(a)each Assumed Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Webhire Common Stock on or subsequent to the Effective Time. Notwithstanding the foregoing, the number of shares and the per share exercise price of each Assumed Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")) shall be adjusted as required by in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the regulations promulgated thereunder, so as not per share exercise price shall be rounded up to constitute a modification, extension or renewal the nearest cent. SCHEDULE 1.7(A) sets forth the aggregate number of such Option, within the meaning shares of Section 424(h) Webhire Common Stock purchasable upon exercise of the CodeAssumed Options as well as the exercise price per share. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS Webhire shall deliver to the holders of Options Xxxxxx an appropriate notices notice setting forth such holders' Xxxxxx'x rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of such Assumed Options shall continue in effect on the same terms and conditions (subject to adjustments required by this except as provided in Section 3.5 after giving effect to the Merger and the provisions 1.7(a) hereof or as set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options in such notice. (c) At or prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS Time, Webhire shall take all corporate action necessary to reserve for issuance a sufficient the number of shares of PSS Webhire Common Stock for delivery upon the exercise of Optionsnecessary to satisfy Webhire's obligations under Section 1.7(a). As soon as practicable after At or prior to the Effective Time, PSS Webhire shall file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-3 or Form S-8S-8 (to the extent such form is available) under the Securities Act of 1933, as amended (the case may be (or any successor or other appropriate forms"Securities Act"), with respect to the shares of PSS Webhire Common Stock subject to such Assumed Options assumed pursuant to Section 1.7(a) hereof, and shall use its reasonable 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) , as well as comply with any applicable state securities or "blue sky" laws, for so long as such options Assumed Options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS or acquire the Common StockStock ("COMPANY RIGHT") granted or entered into by the Company under any employee stock option or compensation plan of, or other arrangement of, the Company ("COMPANY STOCK PLANS") which is outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not vested or exercisable, without any action on the part of the Company or the holder thereof, shall be assumed by TMP and be converted into and become rights with respect to PSS TMP Common Stock, and PSS shall assume each Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (iiA) each Option assumed by PSS Company Right may be exercised solely for shares of PSS TMP Common Stock, (iiiB) the number of shares of PSS TMP Common Stock subject to such Option Company Rights shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Company Common Stock subject to such Option Company Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio (as defined below) and rounded up to the nearest whole share of TMP Common Stock, and (ivC) the per share exercise price under each such Option Company Right shall be adjusted by dividing the per share exercise price under each such Option Company Right by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding The vesting schedule and term of each such Company Right shall remain the same. In addition, notwithstanding the provisions of clauses (iiiB) and (ivC) of the first second sentence of this Section 3.5(aSECTION 2.01(E), each Option Company Right which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. (b) Prior . TMP agrees to the Effective Time, GSMS shall use its reasonable best efforts to obtain take all necessary consents or releases from holders steps to effectuate the foregoing provisions of Options under any this SECTION 2.01(E). For purposes hereof, the "EXCHANGE RATIO" is a fraction (i) the numerator of which is the result of dividing (x) the Adjusted Merger Consideration by (y) the Imputed TMP Share Value and (ii) the denominator of which is the number of shares of Company Stock outstanding as of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) Closing Date. As soon as practicable after the Effective Time, PSS TMP shall deliver to the holders of Options participants in the Company Stock Plan an appropriate notices agreement setting forth such holders' participant's rights pursuant to the GSMS as described in this SECTION 2.01(E) in TMP's 1999 Stock Plans and the agreements evidencing the grants of Option Plan or other incentive plan, provided that such Options shall continue in effect on agreement contains the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to as the Merger Company Right and the provisions set forth above)Company Stock Plan. If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall TMP will take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS TMP Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect options to the shares of PSS purchase TMP Common Stock subject to such Options and in accordance with this SECTION 2.01(E). TMP shall use its commercially reasonable best efforts to maintain the effectiveness of such a registration statement or registration statements (and maintain on Form S-8 covering the current status of the prospectus or prospectuses contained thereinoptions granted pursuant to this SECTION 2.01(e) for so long as such the options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. ([a) ] At the Effective Time, each option to purchase or acquire shares of InspecTech Common Stock ("InspecTech Rights") granted by GSMS InspecTech pursuant to purchase shares of GSMS Common Stock, each InspecTech Stock Plan which is outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall not terminate but shall be converted into and become rights with respect to PSS Primis Common Stock, and PSS Primis or Acquisition Corp shall assume each OptionInspecTech Right, in accordance with the terms of the GSMS InspecTech Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Primis and its Compensation Committee (or Board of Directors if no Compensation Committee shall exist) shall be substituted for GSMS InspecTech and the Committee committee of GSMSInspecTech's Board of Directors (including, if applicable, the entire Board of Directors of GSMSInspecTech) administering the GSMS such InspecTech Stock PlansPlan, (ii) each Option InspecTech Right assumed by PSS Primis may be exercised solely for shares of PSS Primis Common Stock, (iii) the number of shares of PSS Primis Common Stock subject to such Option InspecTech Right shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS InspecTech Common Stock subject to such Option InspecTech Right immediately prior to the Effective Time multiplied by the Preferred Stock Exchange RatioRatio and rounded down to the nearest whole share, and (iv) the per share exercise price under each such Option InspecTech Right shall be adjusted by dividing the per share exercise price under each such Option InspecTech Right by the Preferred Stock Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.6, each Option InspecTech Right which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. (. Primis and Acquisition Corp agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.6. [b) Prior ] At or prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS Primis shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Primis Common Stock for delivery upon the exercise of OptionsInspecTech Rights assumed by it in accordance with this Section 3.6. As soon as practicable after the Effective Time, PSS shall file a registration statement [c] All restrictions or limitations on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), transfer with respect to the shares of PSS InspecTech Common Stock subject to such Options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated awarded under the 1934 Act InspecTech Stock Plan or any other plan, program or arrangement of InspecTech, to the extent the GSMS 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 Primis Common Stock Plans complied with into which such rule prior stock is converted pursuant to the MergerSection 3.6.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS or other right to purchase shares of GSMS Company Common StockStock (as hereinafter defined) pursuant to stock options (the "Company Options") granted by the Company under the Employee Stock Option Plan and the Directors Stock Option Plan (the "Company Stock Plans"), which is outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into options and become rights with respect to PSS TMW Common Stock, and PSS TMW shall assume each Company Option, in accordance with the terms of the GSMS Company Stock Option Plan Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS TMW and its Compensation Stock Option Committee shall be substituted for GSMS the Company and the Committee of GSMSthe Company's Board of Directors (including, if applicable, the entire Board of Directors of GSMSthe Company) administering the GSMS such Company Stock Plans, (ii) each Company Option assumed by PSS TMW may be exercised solely for shares of PSS TMW Common Stock, (iii) the number of shares of PSS TMW Common Stock subject to such Company Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding up any fraction of a cent to the nearest whole cent. Notwithstanding the provisions of clauses clause (iii) and (iv) of the first sentence preceding sentence, TMW shall not be obligated to issue any fraction of a share of TMW Common Stock upon exercise of Company Options and any fraction of a share of TMW Common Stock that otherwise would be subject to a converted Company Option shall represent the right to receive a cash payment upon exercise of such converted Company Option equal to the product of such fraction and the difference between the market value of one share of TMW Common Stock at the time of exercise and the per share exercise price of such Option. The market value of one share of TMW Common Stock at the time of exercise of an Option shall be the closing price of such common stock on the NASDAQ NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by TMW) on the last trading day preceding the date of exercise. Each of the Company and TMW agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5(a)2.3, each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use including using its reasonable best efforts to obtain all necessary consents from each holder of a Company Option any consent or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as contract that may be deemed necessary or advisable in order to give effect to the transactions contemplated by this SectionSection 2.3. (cb) As soon as practicable after the Effective Time, PSS TMW shall deliver to the holders of Options participants in each Company Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of subject to such Options Company Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.3(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options At or prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS Time, TMW shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS TMW Common Stock for delivery upon the exercise of OptionsCompany Options assumed by it in accordance with this Section 2.3. As soon as practicable Within 10 business days after the Effective Time, PSS TMW shall file a registration statement on Form S-3 or S-3, Xxxx X-0/X xx 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 forms), with respect to the shares of PSS TMW Common Stock subject to such Options options and shall use its reasonable 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 such required to permit the issuance of TMW Common Stock upon exercise of options remain outstanding. With respect to those individuals who subsequent to and the Merger will be subject to the reporting requirements under Section 16(a) resale of the 1934 Act, where applicable, PSS shall administer shares acquired upon exercise of the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergeroptions.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS option, warrant or other right to purchase shares of GSMS Southwest Common StockStock pursuant to outstanding stock options, warrant agreements or stock appreciation rights ("Southwest Options") granted by Southwest under the Southwest Stock Plans identified in Section 3.5 of the Southwest Disclosure Memorandum, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS FNB Common Stock, and PSS FNB shall assume each Southwest Option, in accordance with the terms of the GSMS Southwest Stock Option Plan and Plan, stock option agreement or warrant agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS FNB and its Compensation Committee shall be substituted for GSMS Southwest and the Compensation Committee of GSMSSouthwest's Board of Directors (including, if applicable, the entire Board of Directors of GSMSSouthwest) administering the GSMS such Southwest Stock PlansPlan, (ii) each Southwest Option assumed by PSS FNB may be exercised solely for shares of PSS FNB Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS FNB Common Stock subject to such Southwest Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Southwest Common Stock subject to such Southwest Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Southwest Option shall be adjusted by dividing the per share exercise price under each such Southwest Option by the Exchange Ratio and rounding up down to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, FNB shall not be obligated to issue any fraction of a share of FNB Common Stock upon exercise of Southwest Options and any fraction of a share of FNB Common Stock that otherwise would be subject to a converted Southwest 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 FNB Common Stock and the per share exercise price of such Option. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Southwest Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Option, the option within the meaning of Section 424(h) of the Internal Revenue Code. Southwest agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS FNB shall deliver to the holders of Options participants in each Southwest Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of pursuant to such Options Southwest Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS FNB shall comply with the terms of the GSMS each Southwest Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Southwest Stock PlansPlan, that Southwest Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, FNB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS FNB Common Stock for delivery upon the exercise of OptionsSouthwest Options assumed by it in accordance with this Section 3.5. As soon as practicable after the Effective Time, PSS FNB shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS FNB Common Stock subject to such Options options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS FNB shall administer the GSMS Southwest Stock Plans Plan assumed pursuant to this Section 3.5 in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Southwest Stock Plans Plan complied with such rule prior to the Merger. (c) All restrictions or limitations on transfer with respect to Southwest Common Stock awarded under the Southwest Stock Plans or any other plan, program, or arrangement of any Southwest 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 FNB Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of SFC Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("SFC Options") granted by GSMS to purchase shares of GSMS Common StockSFC under the SFC Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS UPC Common Stock, and PSS UPC shall assume each SFC Option, in accordance with the terms of the GSMS SFC Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS UPC and its Compensation Salary and Benefits Committee shall be substituted for GSMS SFC and the Committee of GSMSSFC's Board of Directors (including, if applicable, the entire Board of Directors of GSMSSFC) or other independent committee administering the GSMS such SFC Stock PlansPlan, (ii) each SFC Option assumed by PSS UPC may be exercised solely for shares of PSS UPC Common Stock, (iii) the number of shares of PSS UPC Common Stock subject to such SFC Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS SFC Common Stock subject to such SFC Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such SFC Option shall be adjusted by dividing the per share exercise price under each such SFC Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each SFC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and SFC agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS UPC shall deliver to the holders of Options participants in each SFC Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options SFC Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS UPC shall comply with the terms of the GSMS each SFC Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such SFC Stock PlansPlan, that SFC Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 45 days after the Effective Time, PSS UPC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS UPC Common Stock subject to such Options options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseOption then outstanding, whether or not then exercisable, shall be converted into and become rights with respect to PSS SNC Common Stock, and PSS SNC shall assume each Stock Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement agreement, or other agreement, by which it is evidenced, except that from and after the Effective Time, Time (i) PSS SNC and its Compensation Committee shall be substituted for GSMS UCB and the Committee of GSMSUCB's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock PlansOption Plan, (ii) each Stock Option assumed by PSS SNC may be exercised solely for shares of PSS SNC Common Stock, (iii) the number of shares of PSS SNC Common Stock subject to such Stock Option shall be equal to the number of whole shares of SNC (rounded down to the nearest whole omitting any fractional share) determined by multiplying the number of GSMS shares of UCB Common Stock subject to such Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a2.10(a), each Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Code. SNC and UCB agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.10. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS SNC shall deliver to the holders of Options participants in the Stock Option Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of pursuant to such Options Stock Option Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.10(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS SNC shall comply with the terms of the GSMS Stock Plans and Option Plan to ensure, to the extent lawful and practicable, required by and subject to the provisions of, the GSMS of such Stock PlansOption Plan, that Stock Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of Time. At or prior to the Merger. (d) PSS Effective Time, SNC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS SNC Common Stock for delivery upon the exercise of OptionsStock Options assumed by it in accordance with this Section 2.10. As soon as practicable after the Effective Time, PSS SNC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS SNC Common Stock subject to such Stock Options and shall use its reasonable 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 such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS SNC shall administer the GSMS Stock Plans Option Plan assumed pursuant to this Section 2.10 in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. UCB hereby represents that the Stock Option Plan in its current form complies with Rule 16b-3 to the extent, if any, required as of November 1, 1996. (c) Notwithstanding the foregoing provisions of this Section 2.10, SNC may at its election substitute as of the Effective Time options under the Southern National Corporation 1995 Omnibus Stock Incentive Plan (the "SNC Option Plan") for all or a part of the Stock Options, subject to the following conditions: (i) the requirements of Section 2.10(a)(iii) and (iv) shall be met; (ii) such substitution shall not constitute a modification, extension or renewal of any of the Stock Options which are incentive stock options; (iii) the substituted options shall continue in effect on the same terms and conditions as the Stock Option Plan or other document granting the Stock Option; and (iv) each grant of a substitute option shall have been specifically approved in advance by the full Board of Directors of SNC or by a committee consisting solely of "non-employee" directors as defined in

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Capital Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Capital Options") granted by GSMS to purchase shares of GSMS Common StockCapital under the Capital Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights with respect to PSS UPC Common Stock, and PSS UPC shall assume each Capital Option, in accordance with the terms of the GSMS Capital Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS UPC and its Compensation Salary and Benefits Committee shall be substituted for GSMS Capital and the Committee of GSMSCapital's Board of Directors (including, if applicable, the entire Board of Directors of GSMSCapital) or other independent committee administering the GSMS such Capital Stock PlansPlan, (ii) each Capital Option assumed by PSS UPC may be exercised solely for shares of PSS UPC Common StockStock (or cash in the case of stock appreciation rights), (iii) the number of shares of PSS UPC Common Stock subject to such Capital Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Capital Common Stock subject to such Capital Option immediately prior to the Effective Time multiplied by the Exchange RatioRatio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Capital Option shall be adjusted by dividing the per share exercise price under each such Capital Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)3.5, each Capital Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Capital agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS UPC shall deliver to the holders of Options participants in each Capital Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of subject to such Options Capital Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 3.5(a) after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS UPC shall comply with the terms of the GSMS each Capital Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such Capital Stock PlansPlan, that Capital Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of OptionsTime. As soon as practicable Within 30 days after the Effective Time, PSS UPC shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS UPC Common Stock subject to such Options options and shall use its reasonable 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 such options remain outstanding. With respect . (c) In approving this Agreement, Capital and the Committee appointed by the Board of Directors of Capital in accordance with paragraph 3 of the Capital Bancorp 1993 Stock Option and Incentive Plan agree not to those individuals who subsequent permit the holders of options outstanding under such plan to receive cash upon the Merger in an amount equal to the Merger will be excess of the "Market Value" of the Capital Common Stock subject to such option over the reporting requirements under Section 16(a) "Exercise Price" of the 1934 Act, where applicable, PSS shall administer shares subject to such option in accordance with Section 13 of the GSMS Capital Bancorp 1993 Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerOption and Incentive Plan.

Conversion of Stock Options. (a) At To the extent that a particular holder of Target Options consents in writing to the conversion of all and not less than all of his or her Target Options pursuant to this Section 3.5(a), and provided that such written consent is delivered to Target within two business days prior to the date on which the Effective Time occurs, such holder's Target Options shall be converted, at the Effective Time, as follows: (i) One-half of the Target Options held by each particular holder which are outstanding at the Effective Time, whether or not exercisable (each a "CASHOUT OPTION"), shall be canceled, and such holder shall be entitled to receive from Buyer for each such Cashout Option (subject to any applicable withholding tax) cash equal to the amount by which (i) the product of (x) the Cash Payment multiplied by (y) two exceeds (ii) the per share exercise price of such Cashout Option. From and after the Effective Time, each option granted Cashout Option shall only represent the right to receive the cash payment provided in this Section 3.5(a); and (ii) The remaining one-half of the Target Options held by GSMS to purchase shares of GSMS Common Stock, each particular holder which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisableexercisable (each a "ROLLOVER OPTION"), shall be converted into and become rights with respect to PSS Buyer Common Stock, and PSS Buyer shall assume each Rollover Option, in accordance with the terms of the GSMS Target Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS Buyer and its Compensation Committee shall be substituted for GSMS Target and the Committee of GSMSTarget's Board of Directors (including, if applicable, the entire Board of Directors of GSMSTarget) administering the GSMS such Target Stock PlansPlan, (ii) each Target Option assumed by PSS Buyer may be exercised solely for shares of PSS Buyer Common StockStock as provided below, (iii) such Target Options shall be converted into Buyer Options to purchase that number of shares of Buyer Common Stock equal to the number of shares of PSS Target Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option Target Options immediately prior to the Effective Time multiplied by two times the Exchange Ratio, and (iv) the per share exercise price for each such Buyer Option shall be an amount equal to the quotient of (x) the per share exercise price under the applicable Target Option divided by (y) two times the Exchange Ratio and rounded up to the nearest cent; and (iii) In determining which Target Options of a particular holder are to be treated as Cashout Options and Rollover Options, the Cashout Options and Rollover Options shall be allocated equally to each particular grant of Target Options to such holder having different exercise prices and terms and, to the extent any such grant is not divisible evenly, the odd Target Option shall be treated as a Cashout Option. (b) To the extent that a particular holder of Target Options does not consent in writing to the conversion of his or her Target Options pursuant to Section 3.5(a) hereof, or in the event that such written consent is not delivered to Target within two business days prior to the date on which the Effective Time occurs, such holder's Target Options which are outstanding at the Effective Time, whether or not exercisable (the "CONVERSION OPTIONS"), shall be converted into and become rights with respect to Buyer Common Stock and cash, and Buyer shall assume each Conversion Option, in accordance with the terms of the Target Stock Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) Buyer and its Compensation Committee shall be substituted for Target and the Committee of Target's Board of Directors (including, if applicable, the entire Board of Directors of Target) administering such Target Stock Plan, (ii) each Target Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock and cash as provided below, (iii) such Conversion Options shall be converted into Buyer Options to purchase the sum of (a) that number of shares of Buyer Common Stock equal to the number of shares of Target Common Stock subject to such Conversion Options immediately prior to the Effective Time multiplied by the Exchange Ratio, plus (b) the Cash Payment times the number of shares of Target Common Stock subject to such Conversion Options immediately prior to the Effective Time, and (iv) the per share exercise price under each such Conversion Option shall be adjusted by dividing the per share exercise price under each such Option the applicable Conversion Options by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable In the event that the exercise of any Rollover Option or Conversion Option would result in the issuance of a fractional share of Buyer Common Stock such fractional share shall be aggregated with all other fractional shares attributable to all other Rollover Options then being exercised by such holder and to the extent that such fractional shares thereafter remain, then such holder shall be entitled to receive a cash payment for any remaining fractional shares based upon the last sale price per share of Buyer Common Stock on the trading day immediately preceding the date of exercise. From and after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans Buyer and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS Surviving Corporation shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Target Stock Plans, that Options which qualified as incentive stock options . At or prior to the Effective Time of the Merger continue Time, Buyer shall cause to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take be taken all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Buyer Common Stock for delivery upon the exercise of OptionsRollover Options in accordance with this Section 3.5. As soon as practicable after Promptly following the Effective TimeTime and in no event later than five business days following the Closing Date, PSS Buyer shall file use its reasonable best efforts to cause the Buyer Common Stock subject to the Rollover Options to be registered under the Securities Act pursuant to a registration statement on Form S-3 or Form S-8, as the case may be S-8 (or any successor or other appropriate forms), with respect to the shares of PSS Common Stock subject to such Options ) and shall use its reasonable best efforts to maintain cause the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) and to thereafter maintain such effectiveness for so long as such options any Rollover Options remain outstanding. With respect to those individuals who subsequent to Buyer and its Compensation Committee shall be substituted for Target and the Merger will be subject to the reporting requirements under Section 16(a) Committee of the 1934 ActTarget's Board of Directors (including, where if applicable, PSS shall administer the GSMS entire Board of Directors of Target) administering such Target Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the MergerPlan.

Conversion of Stock Options. (a) At the Effective Time, each right --------------------------- to acquire SBS Common Stock pursuant to any stock option (an "SBS Option") granted by GSMS to purchase shares of GSMS Common Stock, SBS under the SBS Option Plans which is outstanding immediately prior thereto (an "Option" or, collectively, and unexercised at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall cease to represent a right to acquire SBS Common Stock and shall be converted automatically into and become rights with respect an option to PSS acquire NCF Common StockStock as described in the next succeeding sentence, and PSS NCF shall assume each SBS Option, in accordance with the terms of the GSMS Stock SBS Option Plan Plans and stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each SBS Option assumed by PSS NCF may be exercised solely for shares of PSS NCF Common Stock, (iiiii) the number of shares of PSS NCF Common Stock subject to such SBS Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS SBS Common Stock subject to such SBS Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iviii) the per share exercise price under each such SBS Option shall be adjusted by dividing the per share exercise price under each such SBS Option by the Exchange Ratio and rounding up down to the nearest whole cent. SBS agrees to take all necessary steps to effectuate the foregoing provisions of this Section 2.2. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)foregoing, each Option ----------- stock option which is an "incentive stock option" under the SBS Option Plan shall be adjusted as required by Section 424 of the Code, Code and the regulations promulgated thereunder, thereunder so as to continue as an incentive stock option under Section 424 of the Code and so as not to constitute a modification, extension or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver to the holders of Options appropriate notices setting forth such holders' rights pursuant to the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS NCF shall take all corporate action necessary to reserve for future issuance a sufficient additional number of shares of PSS NCF Common Stock to provide for delivery upon the exercise satisfaction of Optionsits obligations with respect to the assumed options. As soon as reasonably practicable after following the Effective Time, PSS NCF shall file a registration statement on Form S-3 or Form S-8, as the case may be S-8 (or any successor or other appropriate forms), form) and make any state filings or obtain any state exemptions with respect to the shares of PSS NCF Common Stock subject to such Options and shall use its reasonable best efforts to maintain issuable upon the effectiveness of such registration statement or registration statements (and maintain the current status exercise of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergerassumed option.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS award, option, or other right to purchase shares or acquire ABI Common Shares pursuant to any stock awards, stock options, stock appreciation rights or other benefits ("Murdxxx Xxxhts") granted and under any employee stock option or compensation plan or arrangement of GSMS Common Stock, Murdxxx ("Xurdxxx Xxxck Plans") which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not vested or exercisable, without any action on the part of the holder thereof, shall be converted into and become rights with respect to PSS ABI Common StockShares, and PSS ABI shall assume each OptionMurdxxx Xxxht, in accordance with the terms of the GSMS Stock Option Murdxxx Xxxck Plan and stock option agreement or award by which it is evidenced, except that from and after the Effective Time, Time (i) PSS ABI and its Compensation Committee shall be substituted for GSMS and Murdxxx xxx the Committee committee of GSMS's Board Murdxxx'x Xxxrd of Directors (including, if applicable, the entire Board of Directors of GSMSMurdxxx) administering the GSMS Stock Plansxxministering such Murdxxx Xxxck Plan, (ii) each Option Murdxxx Xxxht assumed by PSS ABI may be exercised solely for shares ABI Common Shares (or cash in the case of PSS Common Stockstock appreciation rights), (iii) the number of shares of PSS ABI Common Stock Shares subject to such Option Murdxxx Xxxht shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS ABI Common Stock Shares subject to such Option Murdxxx Xxxht immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Option Murdxxx Xxxht shall be adjusted by dividing the per share exercise (or threshold) price under each such Option Murdxxx Xxxht by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the proceeding sentence, ABI shall not be obligated to issue any fraction of an ABI Common Share upon exercise of Murdxxx Xxxhts and any fraction of an ABI Common Share that otherwise would be subject to a converted Murdxxx Xxxht shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market price of one ABI Common Share and the per share exercise price of such right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a), each Option Murdxxx Xxxht which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. ABI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS ABI shall deliver to the holders of Options participants in each Murdxxx Xxxck Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of pursuant to such Options Murdxxx Xxxck Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.5(a) of this Section 3.5 Agreement after giving effect to the Merger Merger), and the provisions set forth above). If necessary, PSS ABI shall comply with the terms of the GSMS Stock Plans and each Murdxxx Xxxck Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, such Murdxxx Xxxck Plan, that (c) All restrictions or limitations on transfer with respect to Murdxxx Xxxmon Stock awarded under the GSMS Stock Murdxxx Xxxck Plans, that Options which qualified as incentive stock options prior to the Effective Time 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 ABI Common Shares into which such restricted stock is converted pursuant to Section 3.1 of the Merger continue to qualify as incentive stock options after the Effective Time of the Mergerthis Agreement. (d) PSS shall take all corporate action necessary Prior to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Options. As soon as practicable after the Effective Time, PSS shall file Murdxxx xxxl make any amendments to the terms of the Murdxxx Xxxck Plans that are necessary to give effect to the transactions contemplated by this Section 3.5. Murdxxx xxxresents that neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will cause the acceleration of vesting, the lapse of repurchase rights or obligations, or the triggering of any other benefits, rights, or protections occurring upon a registration statement on Form S-3 change of control of Murdxxx xxxh respect to any Murdxxx Xxxhts under any Murdxxx Xxxck Plan or Form S-8otherwise. Except as contemplated by this Section 3.5(d), as Murdxxx xxxl not, after the case may be (or date hereof, without the written consent of ABI, amend any successor outstanding Murdxxx Xxxhts or other appropriate forms), with respect options or rights to the purchase shares of PSS Common Murdxxx Xxxmon Stock subject to such Options and shall use its reasonable best efforts to maintain (including accelerating the effectiveness vesting or lapse of such registration statement repurchase rights or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergerobligations).

Conversion of Stock Options. (a) At the Effective Time, each option granted Stock Option then outstanding (and which by GSMS to purchase shares of GSMS Common Stock, which is outstanding immediately prior thereto (an "Option" or, collectively, its terms does not lapse on or before the "Options"Effective Time), granted by the GSMS under the GSMS Stock Plans or otherwise, whether or not then exercisable, shall be converted into and become rights with respect to PSS BB&T Common Stock, and PSS BB&T shall assume each Option, Stock Option in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidencedPlans, except that from and after the Effective Time, Time (i) PSS BB&T and its Compensation Committee shall be substituted for GSMS First Citizens and the Committee of GSMS's its Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Option Plans, (ii) each Stock Option assumed by PSS BB&T may be exercised solely for shares of PSS BB&T Common Stock, (iii) the number of shares of PSS BB&T Common Stock subject to each such Stock Option shall be the number of whole shares of BB&T (omitting any fractional share) determined by multiplying the number of shares of First Citizens Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Stock Option shall be adjusted by dividing the per share exercise price under each such Stock Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions foregoing, BB&T may at its election substitute as of clauses the Effective Time options under the BB&T Corporation 1995 Omnibus Stock Incentive Plan or any other duly adopted comparable plan (in either case, the "BB&T Option Plan") for all or a part of the Stock Options, subject to the following conditions: (A) the requirements of (iii) and (iv) above shall be met; (B) such substitution shall not constitute a modification, extension or renewal of any of the first sentence Stock Options which are incentive stock options; and (C) the substituted options shall continue in effect on the same terms and conditions as provided in the Stock Options and the Stock Option Plans granting each Stock Option. Each grant of this Section 3.5(a)a converted or substitute option to any individual who subsequent to the Merger will be a director or officer of BB&T as construed under Rule 16b-3 shall, each as a condition to such conversion or substitution, be approved in accordance with the provisions of Rule 16b-3. Each Stock Option which is an "incentive stock option" option shall be adjusted as required by Section 424 of the Code, and the regulations Regulations promulgated thereunder, so as to continue as an incentive stock option under Section 424(a) of the Code, and so as not to constitute a modification, extension extension, or renewal of such Option, the option within the meaning of Section 424(h) of the Code. (b) Prior . BB&T and First Citizens agree to take all necessary steps to effectuate the foregoing provisions of this Section 2.9. As soon as practicable following the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS BB&T shall deliver to the holders of Options participants in the Stock Option Plans an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto. BB&T has reserved and the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of adequate shares of PSS BB&T Common Stock for delivery upon the exercise of Optionsany converted or substitute options. As soon as practicable after the Effective Time, PSS if it has not already done so, and to the extent First Citizens shall have a registration statement in effect or an obligation to file a registration statement, BB&T shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of PSS BB&T Common Stock subject to such Options converted or substitute options and shall use its reasonable 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 such converted or substitute options remain outstanding. With respect to those individuals individuals, if any, who subsequent to the Merger will may be subject to the reporting requirements under Section 16(a) of the 1934 Exchange Act, where applicable, PSS BB&T shall administer the GSMS Stock Option Plans assumed pursuant to this Section 2.9 (or the BB&T Option Plan, if applicable) in a manner that complies with Rule 16b-3 promulgated under the 1934 Exchange Act to the extent necessary to preserve for such individuals the GSMS Stock Plans complied with benefits of Rule 16b-3 to the extent such rule benefits were available to them prior to the MergerEffective Time. First Citizens hereby represents that the Stock Option Plans in their current forms comply with Rule 16b-3 to the extent, if any, required as of the date hereof. (b) As soon as practicable following the Effective Time, BB&T shall deliver to the participants receiving converted options under the BB&T Option Plan an appropriate notice setting forth such participant's rights pursuant thereto.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS or other right to purchase shares of GSMS Company Common StockStock (as hereinafter defined) pursuant to stock options (the "Company Options") granted by the Company under the Employee Stock Option Plan and the Directors Stock Option Plan (the "Company Stock Plans"), which is outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into options and become rights with respect to PSS TMW Common Stock, and PSS TMW shall assume each Company Option, in accordance with the terms of the GSMS Company Stock Option Plan Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS TMW and its Compensation Stock Option Committee shall be substituted for GSMS the Company and the Committee of GSMSthe Company's Board of Directors (including, if applicable, the entire Board of Directors of GSMSthe Company) administering the GSMS such Company Stock Plans, (ii) each Company Option assumed by PSS TMW may be exercised solely for shares of PSS TMW Common Stock, (iii) the number of shares of PSS TMW Common Stock subject to such Company Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio and rounding up any fraction of a cent to the nearest whole cent. Notwithstanding the provisions of clauses clause (iii) and (iv) of the first sentence preceding sentence, TMW shall not be obligated to issue any fraction of a share of TMW Common Stock upon exercise of Company Options and any fraction of a share of TMW Common Stock that otherwise would be subject to a converted Company Option shall represent the right to receive a cash payment upon exercise of such converted Company Option equal to the product of such fraction and the difference between the market value of one share of TMW Common Stock at the time of exercise and the per share exercise price of such Option. The market value of one share of TMW Common Stock at the time of exercise of an Option shall be the closing price of such common stock on the NASDAQ NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by TMW) on the last trading day preceding the date of exercise. Each of the Company and TMW agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5(a)2.3, each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use including using its reasonable best efforts to obtain all necessary consents from each holder of a Company Option any consent or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as contract that may be deemed necessary or advisable in order to give effect to the transactions contemplated by this SectionSection 2.3. (cb) As soon as practicable after the Effective Time, PSS TMW shall deliver to the holders of Options participants in each Company Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto, and the agreements evidencing the grants of subject to such Options Company Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 2.3(a) after giving effect to the Merger and the provisions set forth aboveMerger). If necessary, PSS shall comply with the terms of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options At or prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS Time, TMW shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS TMW Common Stock for delivery upon the exercise of OptionsCompany Options assumed by it in accordance with this Section 2.3. As soon as practicable Within 10 business days after the Effective Time, PSS TMW shall file a 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 forms), with respect to the shares of PSS TMW Common Stock subject to such Options options and shall use its reasonable 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 such required to permit the issuance of TMW Common Stock upon exercise of options remain outstanding. With respect to those individuals who subsequent to and the Merger will be subject to the reporting requirements under Section 16(a) resale of the 1934 Act, where applicable, PSS shall administer shares acquired upon exercise of the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Mergeroptions.

Conversion of Stock Options. (a) At On the Effective TimeClosing Date, each option or other right to purchase Shares pursuant to stock options ("VoiceCom Options") granted by GSMS to purchase shares of GSMS Common StockVoiceCom under the VoiceCom Stock Plans, which is are outstanding immediately prior thereto (an "Option" or, collectively, on the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseClosing Date, whether or not exercisable, shall be converted into and become rights with respect to PSS Premiere Common Stock, and PSS Premiere shall assume each VoiceCom Option, in accordance with the terms of the GSMS VoiceCom Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective TimeClosing Date, (i) PSS Premiere and its Compensation Committee shall be substituted for GSMS VoiceCom and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS VoiceCom Stock PlansOption Committee, (ii) each VoiceCom Option assumed by PSS Premiere may be exercised solely for shares of PSS Premiere Common Stock, (iii) the number of shares of PSS Premiere Common Stock subject to such VoiceCom Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS VoiceCom Common Stock subject to such VoiceCom Option immediately prior to the Effective Time Closing Date multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such VoiceCom Option shall be adjusted by dividing the per share exercise price under each such VoiceCom Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Premiere shall not be obligated to issue any fraction of a share of Premiere Common Stock upon exercise of VoiceCom Options and any fraction of a share of Premiere Common Stock that otherwise would be subject to a converted VoiceCom 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 Premiere Common Stock and the per share exercise price of such VoiceCom Option. The market value of one share of Premiere Common Stock shall be the Average Closing Price In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.5(a)1.6, each VoiceCom Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of such Optionthe option, within the meaning of Section 424(h) of the Internal Revenue Code. VoiceCom agrees to take all necessary steps to effectuate the foregoing provisions of this Section 1.6. (b) Prior to the Effective Time, GSMS shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as may be necessary to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective TimeClosing Date, PSS Premiere shall deliver to the holders of Options participants in each VoiceCom Stock Plan an appropriate notices notice setting forth such holders' participant's rights pursuant to the GSMS Stock Plans thereto and the agreements evidencing the grants of pursuant to such Options VoiceCom Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 3.5 1.6(a) after giving effect to the Merger Stock Purchase), and the provisions set forth above). If necessary, PSS Premiere shall comply with the terms of the GSMS each VoiceCom Stock Plans and Plan to ensure, to the extent lawful and practicablerequired by, and subject to the provisions of, the GSMS such VoiceCom Stock PlansPlan, that VoiceCom Options which qualified as incentive stock options prior to the Effective Time of the Merger Closing Date continue to qualify as incentive stock options after the Effective Time of Closing Date. At or prior to the Merger. (d) PSS Closing Date, Premiere shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Premiere Common Stock for delivery upon the exercise of OptionsVoiceCom Options assumed by it in accordance with this Section 1.6. As soon as practicable after the Effective TimeClosing Date, PSS Premiere shall file a registration statement on Form S-3 or Form S-8, as the case may be S-8 (or any successor or other appropriate formsform), with respect to the shares of PSS Premiere Common Stock subject to such Options options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained thereinwith respect thereto) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger.

Conversion of Stock Options. (a) At the Effective Time, each option granted by GSMS --------------------------- or other Equity Right to purchase shares of GSMS Icon Class B Common StockStock pursuant to stock options or stock appreciation rights ("Icon Options") granted by Icon, which is are outstanding immediately prior thereto (an "Option" or, collectively, at the "Options"), granted by the GSMS under the GSMS Stock Plans or otherwiseEffective Time, whether or not exercisable, shall be converted into and become rights options and Equity Rights with respect to PSS Acsys Common Stock, and PSS Acsys shall assume each Icon Option, in accordance with the terms of the GSMS Stock Option Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) PSS and its Compensation Committee shall be substituted for GSMS and the Committee of GSMS's Board of Directors (including, if applicable, the entire Board of Directors of GSMS) administering the GSMS Stock Plans, (ii) each Icon Option assumed by PSS Acsys may be exercised solely for shares of PSS Acsys Common StockStock (or cash, if so provided under the terms of such Icon Option), and (iiiii) the number of shares of PSS Acsys Common Stock subject to issuable upon exercise of such Icon Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of GSMS Icon Class B Common Stock subject to issuable upon exercise of such Icon Option immediately prior to the Effective Time multiplied by the Class B Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest whole cent. Notwithstanding the provisions of clauses clause (iii) and (ivii) of the first sentence preceding sentence, Acsys shall not be obligated to issue any fraction of a share of Acsys Common Stock upon exercise of Icon Options and any fraction of a share of Acsys Common Stock that otherwise would be subject to a converted Icon Option shall represent the right to receive a cash payment upon exercise of such converted Icon Option equal to the product of such fraction and the last sale price of Acsys Common Stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Acsys) on the last trading day preceding the date of exercise. Each of Icon and Acsys agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5(a)3.4, each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code. (b) Prior to the Effective Time, GSMS shall use including using its reasonable best efforts to obtain all necessary consents from each holder of an Icon Option any Consent or releases from holders of Options under any of the GSMS Stock Plans or otherwise and take all such other lawful action as Contract that may be deemed necessary or advisable in order to give effect to the transactions contemplated by this Section. (c) As soon as practicable after the Effective Time, PSS shall deliver Section 3.4. Anything in this Agreement to the holders of Options appropriate notices setting forth such holders' rights pursuant contrary notwithstanding, Acsys shall have the right, in its sole discretion, not to deliver the GSMS Stock Plans and the agreements evidencing the grants of such Options shall continue consideration provided in effect on the same terms and conditions (subject to adjustments required by this Section 3.5 after giving effect 3.4 to the Merger and the provisions set forth above). If necessary, PSS shall comply with the terms a former holder of the GSMS Stock Plans and ensure, to the extent lawful and practicable, and subject to the provisions of, the GSMS Stock Plans, that Options which qualified as incentive stock options prior to the Effective Time of the Merger continue to qualify as incentive stock options after the Effective Time of the Merger. (d) PSS shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PSS Common Stock for delivery upon the exercise of Optionsan Icon Option who has not delivered such Consent or Contract. As soon as practicable after the Effective Time, PSS Acsys shall file a registration statement on Form S-3 or Form S-8, as the case may be S-8 (or any successor or other appropriate forms), with respect to the shares of PSS Acsys Common Stock subject to such Options and shall Icon Options. Icon agrees to use its reasonable best efforts to maintain obtain from each holder of an Icon Option any consent or agreement that may be deemed necessary or advisable in order to effectuate 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. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under transactions contemplated by this Section 16(a) of the 1934 Act, where applicable, PSS shall administer the GSMS Stock Plans in a manner that complies with Rule 16b-3 promulgated under the 1934 Act to the extent the GSMS Stock Plans complied with such rule prior to the Merger3.4.