Common use of Employee Stock Options Clause in Contracts

Employee Stock Options. Prior to the Effective Time, the Company shall take all such action as is necessary to terminate The 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to date (collectively, the "Company Option Plans"), and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to the Company Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder shall be entitled to receive in cancellation of such option a cash payment from the Company at the Closing in an amount equal to the excess of the Merger Consideration over the per share exercise price of such stock option, multiplied by the number of Shares covered by such stock option, subject to any required withholding of taxes. Subject to the foregoing, the Company Option Plans and all options issued thereunder shall terminate at the Effective Time. The Company hereby represents and warrants to Purchaser that the maximum number of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be at or prior to the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit II.

Employee Stock Options. Prior to Effective as of the Effective Time, the Company shall take all such action as is necessary to (i) terminate The 1986 BNH Bancsharesthe Company's Amended and Restated 2001 Long Term Incentive Plan, Inc. its 1992 Long Term Incentive Plan and its 1993 Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to through the date of this Agreement (collectively, the "Company Option Stock Plans"), and shall provide written notice (ii) cancel, at the Effective Time, each outstanding option to each purchase shares of Company Common Stock granted under the Company Stock Plans or otherwise (each, a "Company Stock Option") that is outstanding and unexercised as of such date. Each holder of a then Company Stock Option that is outstanding stock option to purchase Shares pursuant to and unexercised at the Company Option Plans Effective Time (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder has vested) shall be entitled to receive from the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such option a cash payment from the Company at the Closing in Stock Option, an amount in cash equal to the excess excess, if any, of (x) the Merger Consideration Per Share Amount over (y) the per share exercise price of such stock optionCompany Stock Option, multiplied by the number of Shares covered by such stock option, shares of Company Common Stock subject to any required withholding such Company Stock Option as of taxes. Subject to the foregoing, the Company Option Plans and all options issued thereunder shall terminate at the Effective Time. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent. The Company hereby represents and warrants shall take all necessary action to Purchaser that approve the maximum number disposition of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be at or prior to Stock Options in connection with the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, Transactions to the extent practicablenecessary to exempt such dispositions and acquisitions under Rule l6b-3 of the Exchange Act, cause each director and executive officer shall take all necessary action to effect the treatment of the Company or the Bank who holdsStock Plans and Company Stock Options set forth in this Section 3.07, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIincluding obtaining all necessary consents.

Employee Stock Options. Prior The Company will use its reasonable best efforts to obtain from each holder of a stock option (a "Company Stock Option") outstanding, whether or not exercisable at the Effective Time, Time under the Company shall take all such action as is necessary to terminate The 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Company's Stock Option Plan for Non-Employee Directors, each as amended to date and Directors Stock Option Plan (collectively, the "Company Stock Option Plans"), and such holder's agreement that such option shall provide written notice be canceled by the Company immediately prior to each the Effective Time. Each holder of a then outstanding stock option to purchase Shares pursuant to the canceled Company Stock Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such option Company Stock Option an amount (the "Option Spread") equal to the product of (i) the number of Shares previously subject to such Company Stock Option and (ii) the excess, if any, of the Per Share Amount over the exercise price per share of Company Common Stock previously subject to such Company Stock Option. Each holder of a cash payment from Company Stock Option shall also be given the Company at right to tender such options, whether or not exercisable, pursuant to the Closing Offer and to receive the Option Spread pursuant to the Offer; and each holder of Warrants referred to in Section 3.3 shall also be given the right to tender such Warrants pursuant to the Offer and to receive an amount equal to the excess product of(i) the number of Shares which may be purchased on exercise of the Merger Consideration Warrants and (ii) the excess, if any, of the Per Share Amount over the per share exercise price of the Warrants. In any such case, such payment, after reduction for applicable tax withholding, if any, shall be made in cash. Each holder of a Company Stock Option or Warrants shall be given an opportunity to submit a Form W-9 and/or whatever other forms may be necessary to prevent any tax from being withheld from the amounts otherwise payable to such holder hereunder. The Company shall take all actions necessary and appropriate so that all stock option, multiplied by the number of Shares covered by such stock option, subject to any required withholding of taxes. Subject option or other equity based plans maintained with respect to the foregoingShares, including the Company Option Plans and all options issued thereunder Plans, shall terminate at as of the Effective Time and the provisions in any other Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company shall be deleted as of the Effective Time. The Company hereby represents and warrants to Purchaser that the maximum number of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be at or prior to the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit II.

Employee Stock Options. Prior to the Closing, MLP ---------------------- shall take such action in order that, at the Effective Time, the options (the "Options") granted under (i) MLP's 1998 Option Plan, (ii) MLP's Amended and Restated Management Option Plan and (iii) any other option plan, agreement or arrangement of MLP (collectively, as such plans, agreements or arrangements may have been amended, supplemented or modified from time to time, the "Option Plans") that would otherwise be unexercised as of immediately prior to the Effective Time, the Company shall take all such action as is necessary be extinguished prior to terminate The 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to date (collectively, the "Company Option Plans"), and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to the Company Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and thatin exchange for a portion of the Merger Consideration ("Extinguished Options") or, if to the extent such stock option is not exercised Options are exercisable as of or otherwise terminated before at any time after the Effective Time, such holder shall be entitled converted into the right to receive in cancellation of such option a cash receive, for any Option that is not so extinguished ("Unextinguished Options"), upon payment from the Company at the Closing in an amount equal to the excess Surviving Entity of the Merger Consideration over the per share exercise price with respect to such Unextinguished Option, solely the same cash consideration (assuming all of such stock optionthe Escrow Amount, multiplied including pursuant to Section 6.9(b), as well as any cash reserve to be held by MHC or its Affiliate pursuant to Section 2.3(a), is distributed to the holders of the Units as of the Effective Time) and the number of Shares covered by LLC Units as would have been payable in the Merger had such stock optionUnextinguished Option been exercised immediately prior to the Effective Time, subject to net of any required withholding Tax (such consideration with respect to any Unextinguished Option, the "Unextinguished Option Consideration"). All Option Plans shall terminate as of taxes. Subject the Effective Time and, prior to the foregoingClosing, MLP shall take all action necessary to ensure that, following the Effective Time, no participant in any Option Plan shall have any right thereunder to acquire any interests of Parent, MLP, the Company Surviving Entity or any Subsidiary thereof, except, in the case of any Unextinguished Options, as provided in the immediately preceding sentence. MLP shall take all necessary actions to report and pay over any withholding Taxes associated with the exercise of or payment of any consideration in respect of the Extinguished Options. The Surviving Entity shall pay upon the proper exercise of any Unextinguished Options, the applicable Unextinguished Option Plans Consideration as provided hereinabove and shall take all options issued thereunder necessary actions to report and pay over any withholding Taxes associated with such exercise. There shall terminate at be deducted from the number of LLC Units deposited with the Paying Agent pursuant to Section 2.3, the number of LLC Units (the "Reserve Number") that would have been issuable in respect of the Units represented by Unextinguished Options, if any, had such Unextinguished Options been exercised immediately prior to the Effective Time. The Company hereby represents Parent and warrants to Purchaser that the maximum number of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and MLP shall not be at or agree, prior to the Effective Time more than 150,954. On or prior to Closing, on the date amount of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIany Reserve Number.

Employee Stock Options. Prior (a) Subject to the Effective Timeother provisions of this Section 2.7, prior to the Closing, the Company shall make an offer to the holder (the "Holder") of each outstanding stock option (each an "Option") heretofore granted under the Company's 1999 Stock Option Plan or any other stock option plan maintained by the Company (the "Company Stock Plan") for the Holder to exercise such Option in full or in part prior to the Closing, with the exercise price therefor paid (wholly or partially) either in cash or in the form of a recourse note issued to the Company that is payable in full from the Merger Consideration payable to such Holder pursuant to the Merger if the Closing occurs, and if the Closing does not occur, payable in any event in accordance with its terms (the "Option Note"). The form of the Option Note is attached hereto as Exhibit F. If any Holder does not accept such offer, either in full or in part, and does not otherwise exercise the Options held by such Holder at or prior to the Closing, each such unexercised Option shall expire at the Effective Time (with no consideration therefor). The Letter of Transmittal for each Holder who acquired shares of Company Common Stock pursuant to the exercise of an Option (whether pursuant to such offer or otherwise, at any time) shall provide that all amounts payable to the Company under Option Notes shall be paid and withheld by Parent (together with any other amounts required to be withheld by applicable law upon such exercise ("Option Withholding Amount")) from the Merger Consideration otherwise payable to such Holder on the Closing Date. (b) The principal and interest owed on any other note between the Company and a Holder or any other prior Option recipient which was used to previously exercise an Option ("Prior Option Note") will be satisfied by offsetting such amount from the Merger Consideration otherwise payable to the Holder or other prior Option recipient. The Company shall take all such actions necessary, including the amendment of any existing notes, to effect the foregoing. (c) Notwithstanding anything in this Section 2.7 to the contrary, if the aggregate Per Share Merger Consideration received by any Holder minus the sum (i) of the principal and interest owed on any Option Note made by such Holder and (ii) the principal and interest owed on any Prior Option Note made by such Holder does not at least equal the withholding owed upon the purported exercise of any outstanding unexercised Options in accordance with Section 2.7(a), then the Holder may not exercise his Option using an Option Note, and must exercise his Option by paying cash. In the event that the Holder cannot or does not pay the required cash prior to the Closing, the unexercised Options shall expire immediately prior to the Closing. (d) The Company shall not take any action as is to directly or indirectly reprice any outstanding Option prior to the Closing. (e) As provided herein, the Company Stock Plan and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall terminate upon the Effective Time. Prior to the Closing, the Company shall have taken all steps necessary to terminate The 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to date (collectively, the "Company Option Plans"), and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to ensure that neither the Company Option Plans (whether nor any Company Subsidiary is or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate will be bound at the Effective Time and thatby any Options, if such other options, warrants, rights or agreements which would entitle any Person to acquire any capital stock option is not exercised of the Surviving Corporation or any Company Subsidiary or, except as otherwise terminated before the Effective Timeprovided in this Agreement, such holder shall be entitled to receive any payment in cancellation of such option a cash payment from the Company at the Closing in an amount equal to the excess of the Merger Consideration over the per share exercise price of such stock option, multiplied by the number of Shares covered by such stock option, subject to any required withholding of taxes. Subject to the foregoing, the Company Option Plans and all options issued thereunder shall terminate at the Effective Timerespect thereof. The Company hereby represents and warrants shall provide reasonable evidence of compliance with this Section 2.7 to Purchaser that the maximum number of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be Parent at or least three (3) business days prior to the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIClosing Date.

Employee Stock Options. Prior to the Closing, MLP shall take such action in order that, at the Effective Time, the options (the "Options") granted under (i) MLP's 1998 Option Plan, (ii) MLP's Amended and Restated Management Option Plan and (iii) any other option plan, agreement or arrangement of MLP (collectively, as such plans, agreements or arrangements may have been amended, supplemented or modified from time to time, the "Option Plans") that would otherwise be unexercised as of immediately prior to the Effective Time, the Company shall take all such action as is necessary be extinguished prior to terminate The 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to date (collectively, the "Company Option Plans"), and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to the Company Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and thatin exchange for a portion of the Merger Consideration ("Extinguished Options") or, if to the extent such stock option is not exercised Options are exercisable as of or otherwise terminated before at any time after the Effective Time, such holder shall be entitled converted into the right to receive in cancellation of such option a cash receive, for any Option that is not so extinguished ("Unextinguished Options"), upon payment from the Company at the Closing in an amount equal to the excess Surviving Entity of the Merger Consideration over the per share exercise price with respect to such Unextinguished Option, solely the same cash consideration (assuming all of such stock optionthe Escrow Amount, multiplied including pursuant to Section 6.9(b), as well as any cash reserve to be held by MHC or its Affiliate pursuant to Section 2.3(a), is distributed to the holders of the Units as of the Effective Time) and the number of Shares covered by LLC Units as would have been payable in the Merger had such stock optionUnextinguished Option been exercised immediately prior to the Effective Time, subject to net of any required withholding Tax (such consideration with respect to any Unextinguished Option, the "Unextinguished Option Consideration"). All Option Plans shall terminate as of taxes. Subject the Effective Time and, prior to the foregoingClosing, MLP shall take all action necessary to ensure that, following the Effective Time, no participant in any Option Plan shall have any right thereunder to acquire any interests of Parent, MLP, the Company Surviving Entity or any Subsidiary thereof, except, in the case of any Unextinguished Options, as provided in the immediately preceding sentence. MLP shall take all necessary actions to report and pay over any withholding Taxes associated with the exercise of or payment of any consideration in respect of the Extinguished Options. The Surviving Entity shall pay upon the proper exercise of any Unextinguished Options, the applicable Unextinguished Option Plans Consideration as provided hereinabove and shall take all options issued thereunder necessary actions to report and pay over any withholding Taxes associated with such exercise. There shall terminate at be deducted from the number of LLC Units deposited with the Paying Agent pursuant to Section 2.3, the number of LLC Units (the "Reserve Number") that would have been issuable in respect of the Units represented by Unextinguished Options, if any, had such Unextinguished Options been exercised immediately prior to the Effective Time. The Company hereby represents Parent and warrants to Purchaser that the maximum number of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and MLP shall not be at or agree, prior to the Effective Time more than 150,954. On or prior to Closing, on the date amount of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIany Reserve Number.

Employee Stock Options. Prior to Effective as of the Effective Time, the Company shall take all such action as is necessary to (i) terminate The 1986 BNH Bancsharesthe Company’s Amended and Restated 2001 Long Term Incentive Plan, Inc. its 1992 Long Term Incentive Plan and its 1993 Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to through the date of this Agreement (collectively, the "“Company Option Stock Plans"”), and shall provide written notice (ii) cancel, at the Effective Time, each outstanding option to each purchase shares of Company Common Stock granted under the Company Stock Plans or otherwise (each, a “Company Stock Option”) that is outstanding and unexercised as of such date. Each holder of a then Company Stock Option that is outstanding stock option to purchase Shares pursuant to and unexercised at the Company Option Plans Effective Time (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder has vested) shall be entitled to receive from the Surviving Corporation immediately after the Effective Time, in exchange for the cancellation of such option a cash payment from the Company at the Closing in Stock Option, an amount in cash equal to the excess excess, if any, of (x) the Merger Consideration Per Share Amount over (y) the per share exercise price of such stock optionCompany Stock Option, multiplied by the number of Shares covered by such stock option, shares of Company Common Stock subject to any required withholding such Company Stock Option as of taxes. Subject to the foregoing, the Company Option Plans and all options issued thereunder shall terminate at the Effective Time. Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. To the extent that amounts are so withheld by Parent, Purchaser, the Surviving Corporation or the Paying Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Parent, Purchaser, the Surviving Corporation or the Paying Agent. The Company hereby represents and warrants shall take all necessary action to Purchaser that approve the maximum number disposition of Shares subject to issuance pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not be at or prior to Stock Options in connection with the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, Transactions to the extent practicablenecessary to exempt such dispositions and acquisitions under Rule l6b-3 of the Exchange Act, cause each director and executive officer shall take all necessary action to effect the treatment of the Company or the Bank who holdsStock Plans and Company Stock Options set forth in this Section 3.07, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIincluding obtaining all necessary consents.

Employee Stock Options. Prior Immediately prior to or at the Effective Time, HK shall (i) take all necessary action to provide that (subject to receipt of the consents referred to in the penultimate sentence of this section 2.8, if required), immediately prior to the Effective Time, each outstanding stock option (each, an "Option") granted under the Company shall take all such action as is necessary to terminate The Huffxxx Xxxs Xxx. 1986 BNH Bancshares, Inc. Stock Option Plan, The BNH Bancshares, Inc. 1992 Stock Incentive Plan, and The BNH Bancshares, Inc. Stock Option Plan for Non-Employee Directors, each as amended to date (collectively, the "Company Option PlansPlan"), shall be canceled and shall provide written notice to each holder of a then outstanding stock option to purchase Shares pursuant to the Company canceled Option Plans (whether or not such stock option is then vested or exercisable), that such stock option shall be, as at the date of such notice, exercisable in full and that such stock option shall terminate at the Effective Time and that, if such stock option is not exercised or otherwise terminated before the Effective Time, such holder shall be entitled to receive from HK, as of such date, in cancellation and settlement of the Option, whether or not such Option was exercisable at the time of such option a cash payment from the Company at the Closing in cancellation, only an amount equal to the excess excess, if any, of the Merger Consideration Per Share Amount over the per share Share exercise price of such stock optionOption, multiplied by the number of Shares covered by such stock optionOption (the "Option Settlement Amount"), reduced by any applicable withholding taxes or other amounts required by law to be paid or withheld by HK, and (ii) pay to each person who formerly held such an Option the Option Settlement Amount, reduced by such taxes or other amounts; provided, however, that with respect to any person subject to section 16(a) of the Exchange Act, any required withholding such amount to be paid shall be paid as soon as practicable after the first date payment can be made without liability for such person under section 16(b) of taxesthe Exchange Act. Subject to Such Options and any rights granted in connection with any such Option shall be canceled upon the foregoing, payment of the Company Option Plans and all options issued thereunder shall terminate at Settlement Amount. At the Effective Time, any such Options with respect to which the holder thereof has not consented, if necessary, to cancellation in exchange for the receipt of the Option Settlement Amount will be converted into, and thereafter represent only the right to receive, the Option Settlement Amount. The Company hereby represents and warrants Prior to Purchaser that the maximum number purchase of Shares subject pursuant to issuance the Offer, HK shall use its reasonable efforts to (x) obtain any requisite consents or releases from holders of Options and (y) make any amendments to the terms of the Option Plan or any awards granted thereunder that are necessary in addition to such consents to give effect to the transactions contemplated by this section 2.8. Notwithstanding any other provision of this section 2.8, payment in respect of or delivery of Shares pursuant to the exercise of stock options issued and outstanding under the Company Option Plans is not and shall not any Options may be at or prior to the Effective Time more than 150,954. On or prior to the date of this Agreement, the Company shall, to the extent practicable, cause each director and executive officer of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver an Agreement, in the form appended hereto as Exhibit II. After the date of this Agreement, the Company shall cause each other director, officer or employee of the Company or the Bank who holds, as of the date of this Agreement, an outstanding stock option under the Company Option Plans to execute and deliver, as soon as practicable, an Agreement in the form appended hereto as Exhibit IIwithheld until any necessary consents are obtained.