Common use of Employee and Director Stock Options Clause in Contracts

Employee and Director Stock Options. (a) The Company ----------------------------------- shall, immediately prior to the Effective Time, (i) terminate the Company Stock Option Plans (as defined in Section 2.07(b) below) and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries without prejudice to the holders of Options (as defined in Section 2.07(b) below), and (ii) amend the provisions of any other Company Benefit Plan, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares (collectively the "Company Stock Plans"), to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. Prior to the Effective Time, the Company shall cause all amounts currently held as cash in participant accounts under the Company's Employee Stock Purchase Program to be returned to the applicable participants and all previously purchased shares of Common Stock held in such accounts to be distributed to the applicable participants. (b) Parent and the Company shall take all action necessary to (i) provide that each option to purchase shares of Common Stock (an "Option") ------ pursuant to the Non-Employee Directors Stock Option Plan, the Company's Employee Stock Compensation Plan, the 1990 Stock Option Plan and the 1982 Stock Option Plan or any stock option agreement to which the Company is a party (the "Company Stock Option Plans"), which is outstanding immediately prior to the --------------------------- acceptance of the Shares by the Purchaser pursuant to the Offer, shall become fully exercisable and vested, whether or not previously exercisable or vested, as of the time of such acceptance and (ii) provide that, with respect to each such Option, the holder thereof shall be entitled to receive from the Company, at the time payment is made for the Shares tendered pursuant to the Offer, an amount in cash in cancellation of such Option equal to the difference between the Merger Consideration and the per share exercise price of such Option, multiplied by the number of shares of Common Stock to which such Option remains unexercised, less any income or employment tax withholding required under the Code or any provision of state or local law. Prior to the acceptance of the Shares by the Purchaser pursuant to the Offer, the Company shall make all amendments to the Company Stock Plans necessary, and take all actions necessary, to effect the transactions contemplated by this Section 2.07 and Annex B. The Company and the Parent shall cooperate, and take all reasonable steps to share in advance information, to effect the transactions contemplated by this Section 2.07.

Employee and Director Stock Options. (a) The Company ----------------------------------- shall, immediately prior to the Effective Time, (i) terminate the Company 1998 Stock Incentive Plan, the Company 1997 Non-Qualified Stock Option Plans (as defined in Section 2.07(b) below) Plan and the Company's 1992 Stock Plan and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries 7 (collectively, the "Company Stock Plans") without prejudice to the holders of Options and Units (as defined in Section 2.07(b) and (c) below, respectively), and (ii) amend the provisions of any other Company Benefit PlanPlans, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares (collectively the "Company Stock Plans")Shares, to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. Prior to the Effective Time, the Company shall cause all amounts currently held as cash in participant accounts under the Company's Employee Stock Purchase Program to be returned to the applicable participants and all previously purchased shares of Common Stock held in such accounts to be distributed to the applicable participants. (b) Parent and the Company shall take all action necessary to provide that each option (an "Option") to purchase shares of Company Common Stock which is an "incentive stock option" (within the meaning of Section 422(b) of the Code) (an "ISO") shall, for the purpose of tendering the Shares underlying such ISO in the Offer, become fully vested and exercisable as soon as practicable following the date hereof (whether or not previously vested or exercisable). (c) Parent and the Company shall take all action necessary to (i) provide that each option Option and each stock unit or other right to purchase shares of Common Stock receive Shares (an a "OptionUnit") ------ pursuant to the Non-Employee Directors Company Stock Option Plan, the Company's Employee Stock Compensation Plan, the 1990 Stock Option Plan and the 1982 Stock Option Plan Plans or any stock option or stock unit agreement or other arrangement (including the right of certain directors of the Company to receive Shares by reason of termination of the Company's Directors' Retirement Plan and the restricted stock units granted to Thomxx X. Xxxxxxx xx June 9, 1999) to which the Company is a party (the "Company Stock Option Plans"), which is outstanding immediately prior to the --------------------------- acceptance of the Shares by the Purchaser pursuant to the Offer, shall become fully exercisable and vested, whether or not previously exercisable or vested, as of the time of immediately prior to such acceptance and (ii) provide that, with respect to each such OptionOption and Unit, the holder thereof shall be entitled to either, at the election of Purchaser, (x) receive from the Company, at the time payment is made for the Shares tendered pursuant to the Offer, an amount in cash equal to the Cash-Out Value or (y) exercise any Option or Unit prior to the time payment is made for the Shares tendered pursuant to the Offer; provided, however, that any Option or Unit that is not cashed out or exercised shall terminate as of the Effective Time; and provided, further that Purchaser may elect clause (y) above only if it provides a mechanism therefor which the Company in its good faith judgment deems to not prejudice the holders of Options with respect to economics or the risk of holding shares. For purposes of this Section 2.07, the "Cash-Out Value" shall be: (i) with respect to each such Option, an amount of cash in cancellation of such Option equal to the difference between the Common Stock Merger Consideration and the per share exercise price of such Option, multiplied by the number of shares of Company Common Stock to which such Option remains unexercised; and (ii) with respect to each such Unit, less an amount of cash in cancellation of such Unit equal to the Common Stock Merger Consideration (less, in the case of both Options and Units, any income or employment tax withholding required under the Code (as hereinafter defined) or any provision of state or local law). Prior to the acceptance of the Shares by the Purchaser pursuant to the Offer, the Company shall make all amendments to the Company Stock Plans and related option agreements necessary, and take all actions necessary, to effect the transactions contemplated by this Section 2.07 and Annex B. The Company and the Parent shall cooperate, and take all reasonable steps to share in advance information, to effect the transactions contemplated by this Section 2.07.

Employee and Director Stock Options. (a) The Company ----------------------------------- shall, immediately prior to At the Effective Time, ----------------------------------- automatically and without any action on the part of the holder thereof: (i) terminate each option held by any of the Company persons set forth on Schedule 2.10 ------------- to purchase Shares granted under the Target Stock Option Plans (as defined in Section 2.07(b3.2(c)) below(each, an "Excluded Option") whether fully vested or otherwise -------------- and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries without prejudice to the holders of all Included Options (as defined in Section 2.07(b2.10(ii)) below)which are not fully vested shall be forever canceled at no cost or liability to Acquiror, Sub, Target or the Surviving Corporation, except that each holder of an Excluded Option shall receive options to purchase the stock in the Acquiror on the terms and in the amounts set forth on Schedule 2.10; and ------------- (ii) amend the provisions of any other Company Benefit Plansubject to Section 5.4, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares (collectively the "Company Stock Plans"), to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. Prior to the Effective Time, the Company shall cause all amounts currently held as cash in participant accounts under the Company's Employee Stock Purchase Program to be returned to the applicable participants and all previously purchased shares of Common Stock held in such accounts to be distributed to the applicable participants. (b) Parent and the Company shall take all action necessary to (i) provide that each option to purchase shares of Common Shares granted ----------- under the Target Stock Option Plans other than Excluded Options (each, an ----- ---- "Included Option") ------ pursuant to the Non-Employee Directors Stock Option Plan, the Company's Employee Stock Compensation Plan, the 1990 Stock Option Plan and the 1982 Stock Option Plan or any stock option agreement to which the Company is a party (the "Company Stock Option Plans"), which is outstanding immediately prior to the --------------------------- acceptance fully vested (as a result of the Shares by the Purchaser pursuant to the Offer, the Merger or otherwise) and which remains as of such time unexercised in whole or in part shall become fully exercisable be canceled and vested, each holder of an Included Option (whether or not previously exercisable such Included Option is then vested or vested, as of the time of such acceptance and (iiexercisable) provide that, with respect to each such Option, the holder thereof shall be entitled to receive from the Company, at the time payment is made Surviving Corporation for the Shares tendered pursuant to the Offer, each Included Option an amount in cash in cancellation of such Option cash, without interest, equal to the difference between the Merger Consideration and the per share exercise price of such Option, multiplied amount determined by multiplying (A) the number of shares of Common Stock Shares subject to which such Included Option remains unexercisedby (B) the positive difference, less any income or employment tax withholding required under if any, obtained by subtracting the Code or any provision of state or local lawoption exercise price for such Included Option from the Merger Consideration. Prior to Promptly after the acceptance of the Shares by the Purchaser pursuant to the OfferEffective Time, the Company Surviving Corporation shall make all amendments pay to such holder of an Included Option an amount determined in accordance with the Company Stock Plans necessary, and take all actions necessary, to effect the transactions contemplated by this Section 2.07 and Annex B. The Company and the Parent shall cooperate, and take all reasonable steps to share in advance information, to effect the transactions contemplated by this Section 2.07preceding sentence.

Employee and Director Stock Options. (a) The Company ----------------------------------- shall, immediately prior to the Effective Time, (i) terminate the Company Stock Option Plans (as defined in Section 2.07(b) below) and any other plan, program or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company or any of its Subsidiaries without prejudice to the holders of Options (as defined in Section 2.07(b) below), and (ii) amend the provisions of any other Company Benefit Plan, or related trust or funding vehicle, providing for the issuance, holding, transfer or grant of any Shares, or any interest in respect of any Shares (collectively the "Company Stock Plans"), to provide no continuing rights to acquire, hold, transfer, or grant any Shares or any interest in any Shares. Prior to the Effective Time, the Company shall cause all amounts currently held as cash in participant accounts under the Company's Employee Stock Purchase Program to be returned to the applicable participants and all previously purchased shares of Common Stock held in such accounts to be distributed to the applicable participants. (b) Parent and the Company shall take all action necessary to (i) provide that each option to purchase shares of Common Stock (an "Option") ------ pursuant to the Non-Employee Directors Stock Option Plan, the Company's Employee Stock Compensation Plan, the 1990 Stock Option Plan and the 1982 Stock Option Plan or any stock option agreement to which the Company is a party (the "Company Stock Option Plans"), which is outstanding immediately prior to the --------------------------- acceptance of the Shares by the Purchaser pursuant to the Offer, shall become fully exercisable and vested, whether or not previously exercisable or vested, as of the time of such acceptance and (ii) provide that, with respect to each such Option, the holder thereof shall be entitled to receive from the Company, at the time payment is made for the Shares tendered pursuant to the Offer, an amount in cash in cancellation of such Option equal to the difference between the Merger Consideration and the per share exercise price of such Option, multiplied by the number of shares of Common Stock to which such Option remains unexercised, less any income or employment tax withholding required under the Code or any provision of state or local law. Prior to the acceptance of the Shares by the Purchaser pursuant to the Offer, the Company shall make all amendments to the Company Stock Plans necessary, and take all actions necessary, to effect the transactions contemplated by this Section 2.07 and Annex B. The Company and the Parent shall cooperate, and take all reasonable steps to share in advance information, to effect the transactions contemplated by this Section 2.07.