Common use of Conversion of Stock Rights Clause in Contracts

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE Rights”) granted by BOE under the BOE Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Common Stock, and CBAC shall assume each BOE Right, in accordance with the terms of the BOE Stock Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC and its Compensation Committee, as established at the Effective Time of the Merger, shall be substituted for BOE and the committee of BOE’s Board of Directors (including, if applicable, the entire Board of Directors of BOE) administering such BOE Stock Plan, (ii) each BOE Right assumed by CBAC may be exercised solely for shares of CBAC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Common Stock subject to such BOE Right shall be equal to the number of shares of BOE Common Stock subject to such BOE Right 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 BOE Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4, each BOE Right which is an “incentive stock option” shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.4. (b) As soon as reasonably practicable after the Effective Time, CBAC shall deliver to the participants in each BOE Stock Plan an appropriate notice setting forth such participant’s rights pursuant thereto and the grants pursuant to such BOE Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a) after giving effect to the Merger), and CBAC shall comply with the terms of each BOE Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Stock Plan, that BOE Rights which qualified as “incentive stock options” prior to the Effective Time continue to qualify as “incentive stock options” after the Effective Time. At or prior to the Effective Time, CBAC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC Common Stock for delivery upon exercise of BOE Rights assumed by it in accordance with this Section 3.4. As soon as reasonably practicable after the Effective Time, CBAC shall file a registration statement on Form S-1 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange Act, where applicable, CBAC shall administer the BOE Stock Plan assumed pursuant to this Section 3.4 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (c) All restrictions or limitations on transfer with respect to BOE Common Stock awarded under the BOE Stock Plans or any other plan, program, or arrangement of any BOE Entity, 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 CBAC Common Stock into which such restricted stock is converted pursuant to this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE TFC Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE TFC Rights”) granted by BOE TFC under the BOE TFC Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Common Stock, and CBAC shall assume each BOE TFC Right, in accordance with the terms of the BOE TFC Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC and its Compensation Committee, as established at the Effective Time of the Merger, shall be substituted for BOE TFC and the committee of BOETFC’s Board of Directors (including, if applicable, the entire Board of Directors of BOETFC) administering such BOE TFC Stock Plan, (ii) each BOE TFC Right assumed by CBAC may be exercised solely for shares of CBAC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Common Stock subject to such BOE TFC Right shall be equal to the number of shares of BOE TFC Common Stock subject to such BOE TFC Right 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 BOE TFC Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE TFC Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE TFC Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE TFC Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE TFC Right which is an “incentive stock option” shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (b) As soon as reasonably practicable after the Effective Time, CBAC shall deliver to the participants in each BOE TFC Stock Plan an appropriate notice setting forth such participant’s rights pursuant thereto and the grants pursuant to such BOE TFC Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC shall comply with the terms of each BOE TFC Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE TFC Stock Plan, that BOE TFC Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC shall take all corporate action necessary to adopt and maintain the TFC Stock Plan and reserve for issuance sufficient shares of CBAC Common Stock for delivery upon exercise of BOE TFC Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC shall file a registration statement on Form S-1 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange 1934 Act, where applicable, CBAC shall administer the BOE TFC Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (c) All restrictions or limitations on transfer with respect to BOE TFC Common Stock awarded under the BOE TFC Stock Plans or any other plan, program, or arrangement of any BOE TFC Entity, 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 CBAC Common Stock into which such restricted stock is converted pursuant to this Agreement. (d) Nothing in this Section 3.5 shall be interpreted as preventing CBAC, from and after the Effective Time, from amending, modifying or terminating the TFC Stock Plan to comply with any Law or as appropriate for other business reasons in accordance with its terms and applicable Law.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Triangle Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Triangle Rights”") granted by BOE Triangle under the BOE Triangle Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Centura Common Stock, and CBAC Centura shall assume each BOE Triangle Right, in accordance with the terms of the BOE Triangle Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Centura and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE Triangle and the committee Committee of BOE’s Triangle's Board of Directors (including, if applicable, the entire Board of Directors of BOETriangle) administering such BOE Triangle Stock Plan, (ii) each BOE Triangle Right assumed by CBAC Centura may be exercised solely for shares of CBAC Centura Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Centura Common Stock subject to such BOE Triangle Right shall be equal to the number of shares of BOE Triangle Common Stock subject to such BOE Triangle Right 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 BOE Triangle Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Triangle Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Centura shall not be obligated to issue any fraction of a share of CBAC Centura Common Stock upon exercise of BOE Triangle Rights and any fraction of a share of CBAC Centura Common Stock that otherwise would be subject to a converted BOE Triangle Right 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 CBAC Centura Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Centura Common Stock shall be the closing price of Centura Common Stock on the AMEX NYSE - Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACCentura) on the last trading day preceding the Effective Timedate of exercise of the Triangle Right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE Triangle Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC Centura agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (b) As soon as reasonably practicable after the Effective Time, CBAC Centura shall deliver to the participants in each BOE Triangle Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Triangle Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC Centura shall comply with the terms of each BOE Triangle Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Triangle Stock Plan, that BOE Triangle Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC Centura shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC Centura Common Stock for delivery upon exercise of BOE Triangle Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC Centura shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Centura Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange 1934 Act, where applicable, CBAC Centura shall administer the BOE Triangle Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (c) All restrictions or limitations on transfer with respect to BOE Triangle Common Stock awarded under the BOE Triangle Stock Plans or any other plan, program, or arrangement of any BOE EntityTriangle 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 CBAC Centura Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Magna Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Magna Rights”") granted by BOE Magna under the BOE Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Magna Right, in accordance with the terms of the BOE Magna Stock Plans Plan and stock option agreement by which it is evidencedevi- denced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Magna and the committee Committee of BOE’s Magna's Board of Directors (including, if applicable, the entire Board of Directors of BOEMagna) administering such BOE Magna Stock Plan, (ii) each BOE Magna Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Magna Right shall be equal to the number of shares of BOE Magna Common Stock subject to such BOE Magna Right 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 (or similar threshold price, in the case of stock awards) under each such BOE Magna Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Magna Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.6, each BOE Magna Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.6. (b) As soon as reasonably practicable after the Effective Time, CBAC UPC shall deliver to the participants in each BOE Magna Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Magna Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.6(a) after giving effect to the Merger), and CBAC UPC shall comply with the terms of each BOE Magna Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Magna Stock Plan, that BOE the Magna Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC UPC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC UPC Common Stock for delivery upon exercise of BOE Magna Rights assumed by it in accordance with this Section 3.43.6. As soon as reasonably practicable after the Effective Time, CBAC UPC shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC UPC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange 1934 Act, where applicable, CBAC UPC shall administer the BOE Magna Stock Plan assumed pursuant to this Section 3.4 3.6 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (c) All restrictions or limitations on transfer with respect to BOE Magna Common Stock awarded under the BOE Magna Stock Plans or any other plan, program, or arrangement of any BOE EntityMagna 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 CBAC UPC Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE First Coastal Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "First Coastal Rights”") granted by BOE First Coastal under the BOE First Coastal Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Centura Common Stock, and CBAC Centura shall assume each BOE First Coastal Right, in accordance with the terms of the BOE First Coastal Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Centura and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE First Coastal and the committee Committee of BOE’s First Coastal's Board of Directors (including, if applicable, the entire Board of Directors of BOEFirst Coastal) administering such BOE First Coastal Stock Plan, (ii) each BOE First Coastal Right assumed by CBAC Centura may be exercised solely for shares of CBAC Centura Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Centura Common Stock subject to such BOE First Coastal Right shall be equal to the number of shares of BOE First Coastal Common Stock subject to such BOE First Coastal Right 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 BOE First Coastal Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE First Coastal Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Centura shall not be obligated to issue any fraction of a share of CBAC Centura Common Stock upon exercise of BOE First Coastal Rights and any fraction of a share of CBAC Centura Common Stock that otherwise would be subject to a converted BOE First Coastal Right 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 CBAC Centura Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Centura Common Stock shall be the closing price of Centura Common Stock on the AMEX NYSE - Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACCentura) on the last trading day preceding the Effective Timedate of exercise of the First Coastal Right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE First Coastal Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC Centura agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (b) As soon as reasonably practicable after the Effective Time, CBAC Centura shall deliver to the participants in each BOE First Coastal Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE First Coastal Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC Centura shall comply with the terms of each BOE First Coastal Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE First Coastal Stock Plan, that BOE First Coastal Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC Centura shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC Centura Common Stock for delivery upon exercise of BOE First Coastal Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC Centura shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Centura Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange 1934 Act, where applicable, CBAC Centura shall administer the BOE First Coastal Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (c) All restrictions or limitations on transfer with respect to BOE First Coastal Common Stock awarded under the BOE First Coastal Stock Plans or any other plan, program, or arrangement of any BOE EntityFirst Coastal 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 CBAC Centura Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Magna Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Magna Rights”") granted by BOE Magna under the BOE Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Magna Right, in accordance with the terms of the BOE Magna Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Magna and the committee Committee of BOE’s Magna's Board of Directors (including, if applicable, the entire Board of Directors of BOEMagna) administering such BOE Magna Stock Plan, (ii) each BOE Magna Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Magna Right shall be equal to the number of shares of BOE Magna Common Stock subject to such BOE Magna Right 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 (or similar threshold price, in the case of stock awards) under each such BOE Magna Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Magna Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.6, each BOE Magna Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.6. (b) As soon as reasonably practicable after the Effective Time, CBAC UPC shall deliver to the participants in each BOE Magna Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Magna Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.6(a) after giving effect to the Merger), and CBAC UPC shall comply with the terms of each BOE Magna Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Magna Stock Plan, that BOE Magna Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC UPC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC UPC Common Stock for delivery upon exercise of BOE Magna Rights assumed by it in accordance with this Section 3.4. As soon as reasonably practicable after the Effective Time, CBAC shall file a registration statement on Form S-1 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange Act, where applicable, CBAC shall administer the BOE Stock Plan assumed pursuant to this Section 3.4 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act3. (c) All restrictions or limitations on transfer with respect to BOE Common Stock awarded under the BOE Stock Plans or any other plan, program, or arrangement of any BOE Entity, 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 CBAC Common Stock into which such restricted stock is converted pursuant to this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Jefferson Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Jefferson Rights”") granted by BOE Jefferson under the BOE Jefferson Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be be, at the election of the holder of such Jefferson Right either (i) canceled in exchange for a cash payment for each share of Jefferson Common Stock subject to such Jefferson Right (the "Option Settlement Payment") or (ii) converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Jefferson Right, in accordance with the terms of the BOE Jefferson Stock Plans and stock option agreement by which it is evidencedevidenced (the "Conversion Option"). A holder of a Jefferson Right must make such election in writing delivered to UPC no later than 5:00 P.M., except Central Time, on the fifth day prior to the day on which the Effective Time occurs. To the extent a holder does not provide UPC with such written election, that holder shall receive the Option Settlement Payment for each share of Jefferson Common Stock subject to any Jefferson Right held by such holder. The Option Settlement Payment shall be equal to the difference between (i) the product of (1) the Exchange Ratio and (2) the Option Settlement Closing Price and (ii) the price per share of Jefferson Common Stock pursuant to which the holder of such Jefferson Right may purchase the shares of Jefferson Common Stock to which such Jefferson Right relates. At the Effective Time, each such Jefferson Right for which the holder has selected the Option Settlement Payment shall no longer represent the right to purchase shares of Jefferson Common Stock, but in lieu thereof shall represent only the nontransferable right to receive the Option Settlement Payment, which payment (without interest) shall be made to such holder within five business days after the Effective Time upon presentation of the agreement representing such Jefferson Right for cancellation. (b) With respect to the Conversion Option, the Jefferson Stock Plans shall be amended hereby such that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Jefferson and the committee of BOE’s Jefferson's Board of Directors (including, if applicable, the entire Board of Directors of BOEJefferson) administering such BOE Jefferson Stock Plan, (ii) each BOE Jefferson Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Jefferson Right shall be equal to the number of shares of BOE Jefferson Common Stock subject to such BOE Jefferson Right 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 (or similar threshold price, in the case of stock awards) under each such BOE Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Jefferson Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.6(b), each BOE Jefferson Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5(b). (bc) As soon as reasonably practicable after the Effective Time, CBAC UPC shall deliver to the participants in each BOE Jefferson Stock Plan selecting the Conversion Option an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Jefferson Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) and (b) after giving effect to the Merger), and CBAC UPC shall comply with the terms of each BOE Jefferson Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Jefferson Stock Plan, that BOE Jefferson Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC UPC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC UPC Common Stock for delivery upon exercise of BOE Jefferson Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC UPC shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC UPC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange Act, where applicable, CBAC shall administer the BOE Stock Plan assumed pursuant to this Section 3.4 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (cd) All restrictions or limitations on transfer with respect to BOE Jefferson Common Stock awarded under the BOE Jefferson Stock Plans or any other plan, program, or arrangement of any BOE EntityJefferson 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 CBAC UPC Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE First National Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "First National Rights”") granted by BOE First National under the BOE First National Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Regions Common Stock, and CBAC Regions shall assume each BOE First National Right, in accordance with the terms of the BOE First National Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC Regions and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE First National and the committee Committee of BOE’s First National's Board of Directors (including, if applicable, the entire Board of Directors of BOEFirst National) administering such BOE First National Stock Plan, (ii) each BOE First National Right assumed by CBAC Regions may be exercised solely for shares of CBAC Regions Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC Regions Common Stock subject to such BOE First National Right shall be equal to the number of shares of BOE First National Common Stock subject to such BOE First National Right 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 BOE First National Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE First National Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC Regions shall not be obligated to issue any fraction of a share of CBAC Regions Common Stock upon exercise of BOE First National Rights and any fraction of a share of CBAC Regions Common Stock that otherwise would be subject to a converted BOE First National Right 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 CBAC Regions Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Regions Common Stock shall be the closing price of such common stock on the AMEX Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACRegions) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE First National 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 the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC Regions agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (b) As soon as reasonably practicable after the Effective Time, CBAC Regions shall deliver to the participants in each BOE First National Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE First National Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC Regions shall comply with the terms of each BOE First National Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE First National Stock Plan, that BOE First National Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC Regions shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC Regions Common Stock for delivery upon exercise of BOE First National Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC Regions shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Regions Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange Act, where applicable, CBAC Regions shall administer the BOE First National Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange ActAct to the extent the First National Stock Plan complied with such rule prior to the Merger. (c) All restrictions or limitations on transfer with respect to BOE First National Common Stock awarded under the BOE First National Stock Plans or any other plan, program, or arrangement of any BOE EntityFirst National 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 CBAC Regions Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right all rights with respect to purchase or acquire shares of BOE Park Meridian Common Stock pursuant to stock options, options or stock appreciation rights, or stock awards rights (“BOE Rights”"Park Meridian Options") granted by BOE Park Meridian under the BOE Park Meridian Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC Regions Common Stock, and CBAC Regions shall assume each BOE RightPark Meridian Option, in accordance with the terms of the BOE Park Meridian Stock Plans Plan and stock option agreement by which it is evidenced, except that from . From and after the Effective Time, (i) CBAC and its Compensation Committee, as established at the Effective Time of the Merger, shall be substituted for BOE and the committee of BOE’s Board of Directors (including, if applicable, the entire Board of Directors of BOE) administering such BOE Stock Plan, (ii) each BOE Right Park Meridian Option assumed by CBAC Regions may be exercised solely for shares of CBAC Regions Common Stock (or cash in the case of stock appreciation rights), (iiiii) the number of shares of CBAC Regions Common Stock subject to such BOE Right Park Meridian Option shall be equal to the number of shares of BOE Park Meridian Common Stock subject to such BOE Right Park Meridian Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iviii) the per share exercise price (or similar threshold price, in the case of stock awards) under each such BOE Right Park Meridian Option shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Right Park Meridian Option by the Exchange Ratio and rounding up down to the nearest cent. Notwithstanding It is intended that the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock foregoing assumption shall be the closing price on the AMEX (undertaken in a manner that will not constitute a "modification" as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.4, each BOE Right which is an “incentive stock option” shall be adjusted as required by defined in Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the any stock option which is an "incentive stock option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC agrees ." Park Meridian and Regions agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.6. (b) As soon as reasonably practicable after the Effective Time, CBAC shall deliver to the participants in each BOE Stock Plan an appropriate notice setting forth such participant’s rights pursuant thereto and the grants pursuant to such BOE Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a) after giving effect to the Merger), and CBAC shall comply with the terms of each BOE Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Stock Plan, that BOE Rights which qualified as “incentive stock options” prior to the Effective Time continue to qualify as “incentive stock options” after the Effective Time. At or prior to the Effective Time, CBAC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC Common Stock for delivery upon exercise of BOE Rights assumed by it in accordance with this Section 3.4. As soon as reasonably practicable after the Effective Time, CBAC Regions shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC Regions Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such registration statements statement (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 Exchange Act, where applicable, CBAC shall administer the BOE Stock Plan assumed pursuant to this Section 3.4 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act. (c) All restrictions or limitations on transfer with respect As soon as reasonably practicable after the Effective Time, Regions shall deliver to BOE Common Stock awarded under the BOE participants in each of the Park Meridian Stock Plans or any other planan appropriate notice setting forth such participant's rights pursuant thereto and the grants pursuant to such Park Meridian Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.6(a) of this Agreement after giving effect to the Merger), program, or arrangement and Regions shall comply with the terms of any BOE Entityeach of the Park Meridian Stock Plans to ensure, to the extent that such restrictions or limitations shall not have already lapsedrequired by, and except subject to the provisions of, such Park Meridian Stock Plan, that Park Meridian Options that qualified as otherwise expressly provided in such planincentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. At or prior to the Effective Time, program, or arrangement, Regions shall remain in full force and effect with respect take all corporate action necessary to reserve for issuance sufficient shares of CBAC Regions Common Stock into which such restricted stock is converted pursuant to for delivery upon exercise of Park Meridian Options assumed by it in accordance with this AgreementSection 3.6.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Ambanc Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Ambanc Rights”") granted by BOE Ambanc under the BOE Ambanc Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Ambanc Right, in accordance with the terms of the BOE Ambanc Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Ambanc and the committee Committee of BOE’s Ambanc's Board of Directors (including, if applicable, the entire Board of Directors of BOEAmbanc) administering such BOE Ambanc Stock Plan, (ii) each BOE Ambanc Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Ambanc Right shall be equal to the number of shares of BOE Ambanc Common Stock subject to such BOE Ambanc Right 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 (or similar threshold price, in the case of stock awards) under each such BOE Ambanc Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Ambanc Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE Ambanc Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (b) As soon as reasonably practicable after the Effective Time, CBAC UPC shall deliver to the participants in each BOE Ambanc Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Ambanc Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC UPC shall comply with the terms of each BOE Ambanc Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Ambanc Stock Plan, that BOE Ambanc Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC UPC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC UPC Common Stock for delivery upon exercise of BOE Ambanc Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC UPC shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC UPC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 Exchange 1934 Act, where applicable, CBAC UPC shall administer the BOE Ambanc Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (c) All restrictions or limitations on transfer with respect to BOE Ambanc Common Stock awarded under the BOE Ambanc Stock Plans or any other plan, program, or arrangement of any BOE EntityAmbanc 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 CBAC UPC Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (a) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Carolina First Common Stock pursuant to stock options, stock appreciation rightsrights (including any "STARs"), or stock awards (“BOE "Carolina First Rights”") granted by BOE Carolina First under the BOE Carolina First Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights Rights with respect to CBAC FCC Common Stock, and CBAC FCC shall assume each BOE Carolina First Right, in accordance with the terms of the BOE Carolina First Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC FCC and its Compensation Committee, as established at the Effective Time of the Merger, Committee shall be substituted for BOE Carolina First and the committee Committee of BOE’s Carolina First's Board of Directors (including, if applicable, the entire Board of Directors of BOECarolina First) administering such BOE Carolina First Stock Plan, (ii) each BOE Carolina First Right assumed by CBAC FCC may be exercised solely for shares of CBAC FCC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC FCC Common Stock subject to such BOE Carolina First Right shall be equal to the number of shares of BOE Carolina First Common Stock subject to such BOE Carolina First Right 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 BOE Carolina First Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Carolina First Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC FCC shall not be obligated to issue any fraction of a share of CBAC FCC Common Stock upon exercise of BOE Carolina First Rights and any fraction of a share of CBAC FCC Common Stock that otherwise would be subject to a converted BOE Carolina First Right 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 CBAC FCC Common Stock and the adjusted per share exercise price of such Right. The market value of one share of CBAC FCC Common Stock shall be the closing last sale price of FCC Common Stock on the AMEX Nasdaq NMS (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBACFCC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence and the second sentence of this Section 3.43.6(a), each BOE Carolina First Right which is an “"incentive stock option” " shall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.4. (b) As soon as reasonably practicable after the Effective Time, CBAC FCC shall deliver to the participants in each BOE Carolina First Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Carolina First Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.6(a) after giving effect to the Merger), and CBAC FCC shall comply with the terms of each BOE Carolina First Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Carolina First Stock Plan, that BOE Carolina First Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC FCC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC FCC Common Stock for delivery upon exercise of BOE Carolina First Rights assumed by it in accordance with this Section 3.43.6. As soon as reasonably practicable after the Effective Time, CBAC FCC shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to all the shares of CBAC FCC Common Stock subject to such options the Carolina First Rights assumed by FCC in accordance with this Section 3.6 and shall use its reasonable efforts to maintain the effectiveness of such 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 options, stock appreciation rights, stock awards or other rights 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 Exchange 1934 Act, where applicable, CBAC FCC shall administer the BOE Carolina First Stock Plan assumed pursuant to this Section 3.4 3.6 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act1934 Act to the extent the Carolina First Stock Plan complied with such rule prior to the Effective Time. (c) All restrictions or limitations on transfer with respect to BOE Carolina First Common Stock awarded under the BOE Carolina First Stock Plans or any other plan, program, Contract or arrangement of any BOE EntityCarolina First Company, to the extent that such restrictions or limitations shall not have already lapsedlapsed (whether as a result of the Merger or otherwise), and except as otherwise expressly provided in such plan, program, Contract or arrangement, shall remain in full force and effect with respect to shares of CBAC FCC Common Stock into which such restricted stock is Carolina First Common Stock or related Carolina First Rights are converted pursuant to Section 3.1 of this Agreement.

Conversion of Stock Rights. (ai) At the Effective Time, each award, option, or other right to purchase or acquire shares of BOE Ambanc Common Stock pursuant to stock options, stock appreciation rights, or stock awards (“BOE "Ambanc Rights”") granted by BOE Ambanc under the BOE Ambanc Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to CBAC UPC Common Stock, and CBAC UPC shall assume each BOE Ambanc Right, in accordance with the terms of the BOE Ambanc Stock Plans Plan and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) CBAC UPC and its Compensation Committee, as established at the Effective Time of the Merger, Salary and Benefits Committee shall be substituted for BOE Ambanc and the committee Committee of BOE’s Ambanc's Board of Directors (including, if applicable, the entire Board of Directors of BOEAmbanc) administering such BOE Ambanc Stock Plan, (ii) each BOE Ambanc Right assumed by CBAC UPC may be exercised solely for shares of CBAC UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of CBAC UPC Common Stock subject to such BOE Ambanc Right shall be equal to the number of shares of BOE Ambanc Common Stock subject to such BOE Ambanc Right immediately prior to the 77 Effective Time multiplied by the Exchange RatioRatio and rounded down to the nearest whole share, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such BOE Ambanc Right shall be adjusted by dividing the per share exercise (or threshold) price under each such BOE Ambanc Right by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, CBAC shall not be obligated to issue any fraction of a share of CBAC Common Stock upon exercise of BOE Rights and any fraction of a share of CBAC Common Stock that otherwise would be subject to a converted BOE Right 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 CBAC Common Stock and the per share exercise price of such Right. The market value of one share of CBAC Common Stock shall be the closing price on the AMEX (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by CBAC) on the last trading day preceding the Effective Time. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.43.5, each BOE Ambanc Right which is an “"incentive stock option” shall " stall be adjusted as required by Section 424 of the Internal Revenue Code, so as not to constitute a modification, extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. CBAC UPC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.43.5. (bii) As soon as reasonably practicable after the Effective Time, CBAC UPC shall deliver to the participants in each BOE Ambanc Stock Plan an appropriate notice setting forth such participant’s 's rights pursuant thereto and the grants pursuant to such BOE Ambanc Stock Plan shall continue in effect on the same terms and conditions (subject to the adjustments required by Section 3.4(a3.5(a) after giving effect to the Merger), and CBAC UPC shall comply with the terms of each BOE Ambanc Stock Plan to ensure, to the extent required by, and subject to the provisions of, such BOE Ambanc Stock Plan, that BOE Ambanc Rights which qualified as “incentive stock options” options prior to the Effective Time continue to qualify as “incentive stock options” options after the Effective Time. At or prior to the Effective Time, CBAC UPC shall take all corporate action necessary to reserve for issuance sufficient shares of CBAC UPC Common Stock for delivery upon exercise of BOE Ambanc Rights assumed by it in accordance with this Section 3.43.5. As soon as reasonably practicable after the Effective Time, CBAC UPC shall file a registration statement on Form S-1 S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of CBAC UPC Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such 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 shall be subject to the reporting requirements under Section 16(a) of the Exchange 1934 Act, where applicable, CBAC UPC shall administer the BOE Ambanc Stock Plan assumed pursuant to this Section 3.4 3.5 in a manner that complies with Rule 16b-3 promulgated under the Exchange 1934 Act. (ciii) All restrictions or limitations on transfer with respect to BOE Ambanc Common Stock awarded under the BOE Ambanc Stock Plans or any other plan, program, or arrangement of any BOE EntityAmbanc 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 CBAC UPC Common Stock into which such restricted stock is converted pursuant to Section 3.1 of this AgreementPlan of Merger.