Common use of Exchange of PCCI Stock Options Clause in Contracts

Exchange of PCCI Stock Options. (a) Immediately prior to the Effective Time, PCCI shall pay cash to the holder (the “Optionee”) of each outstanding unexercised option (a “PCCI Stock Option”) issued pursuant to the 0000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, or the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (collectively, the “PCCI Stock Option Plans”), whether or not vested, who has delivered the Optionee Agreement (as defined in Section 5.24 of this Agreement), in an amount equal to (i) the difference (if a positive number) between (A) the Per Share Consideration, and (B) the exercise price of such PCCI Stock Option multiplied by (ii) the number of shares of PCCI Common Stock covered by such PCCI Stock Option (net of all applicable withholding and payroll taxes with respect to amounts paid pursuant to this Section 1.07) (“Stock Option Consideration”). Any payment pursuant to this Section 1.07(a) shall take place only after the satisfaction or fulfillment or waiver of the conditions to Closing contained in Articles VII and VIII. (b) At the Effective Time, pursuant to a resolution duly adopted by PCCI’s Board of Directors in accordance with Section 16(b) of the 0000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, and Section 15(b) of the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (the “Board Stock Option Resolution”), each PCCI Stock Option granted that is outstanding and unexercised shall be proportionately adjusted such that each PCCI Stock Option shall cease to represent a right to acquire shares of PCCI Common Stock and shall instead, as adjusted, represent the right to receive upon exercise and delivery of the applicable exercise price an amount in cash equal to the Per Share Consideration.

Exchange of PCCI Stock Options. (a) Immediately prior to the Effective Time, PCCI shall pay cash to the holder (the “Optionee”) of each outstanding unexercised option (a “PCCI Stock Option”) issued pursuant to the 0000 1000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, or the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (collectively, the “PCCI Stock Option Plans”), whether or not vested, who has delivered the Optionee Agreement (as defined in Section 5.24 of this Agreement), in an amount equal to (i) the difference (if a positive number) between (A) the Per Share Consideration, and (B) the exercise price of such PCCI Stock Option multiplied by (ii) the number of shares of PCCI Common Stock covered by such PCCI Stock Option (net of all applicable withholding and payroll taxes with respect to amounts paid pursuant to this Section 1.07) (“Stock Option Consideration”). Any payment pursuant to this Section 1.07(a) shall take place only after the satisfaction or fulfillment or waiver of the conditions to Closing contained in Articles VII and VIII. (b) At the Effective Time, pursuant to a resolution duly adopted by PCCI’s Board of Directors in accordance with Section 16(b) of the 0000 1000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, and Section 15(b) of the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (the “Board Stock Option Resolution”), each PCCI Stock Option granted that is outstanding and unexercised shall be proportionately adjusted such that each PCCI Stock Option shall cease to represent a right to acquire shares of PCCI Common Stock and shall instead, as adjusted, represent the right to receive upon exercise and delivery of the applicable exercise price an amount in cash equal to the Per Share Consideration.

Exchange of PCCI Stock Options. (a) Immediately prior to the Effective Time, PCCI shall pay cash to the holder (the “Optionee”) of each outstanding unexercised option (a “PCCI Stock Option”) issued pursuant to the 0000 1000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, or the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (collectively, the “PCCI Stock Option Plans”)Plan, whether or not vested, who has delivered the Optionee Agreement (as defined in Section 5.24 of this the Reorganization Agreement), in an amount equal to (i) the difference (if a positive number) between (A) the Per Share Consideration, and (B) the exercise price of such PCCI Stock Option multiplied by (ii) the number of shares of PCCI Common Stock covered by such PCCI Stock Option (net of all applicable withholding and payroll taxes with respect to amounts paid pursuant to this Section 1.07) (“Stock Option Consideration”6(a)). Any payment pursuant to this Section 1.07(a6(a) shall take place only after the satisfaction or fulfillment or waiver of the conditions to Closing (as defined in the Reorganization Agreement) contained in Articles VII and VIIIVIII of the Reorganization Agreement. (b) At the Effective Time, pursuant to a resolution duly adopted by PCCI’s Board of Directors in accordance with Section 16(b) of the 0000 1000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, Plan and Section 15(b) of the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (the “Board Stock Option Resolution”)Plan, each PCCI Stock Option granted that is outstanding and unexercised shall be proportionately adjusted such that each PCCI Stock Option shall cease to represent a right to acquire shares of PCCI Common Stock and shall instead, as adjusted, represent the right to receive upon exercise and delivery of the applicable exercise price an amount in cash equal to the Per Share Consideration.

Exchange of PCCI Stock Options. (a) Immediately prior to the Effective Time, PCCI shall pay cash to the holder (the “Optionee”) of each outstanding unexercised option (a “PCCI Stock Option”) issued pursuant to the 0000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, or the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (collectively, the “PCCI Stock Option Plans”)Plan, whether or not vested, who has delivered the Optionee Agreement (as defined in Section 5.24 of this the Reorganization Agreement), in an amount equal to (i) the difference (if a positive number) between (A) the Per Share Consideration, and (B) the exercise price of such PCCI Stock Option multiplied by (ii) the number of shares of PCCI Common Stock covered by such PCCI Stock Option (net of all applicable withholding and payroll taxes with respect to amounts paid pursuant to this Section 1.07) (“Stock Option Consideration”6(a)). Any payment pursuant to this Section 1.07(a6(a) shall take place only after the satisfaction or fulfillment or waiver of the conditions to Closing (as defined in the Reorganization Agreement) contained in Articles VII and VIIIVIII of the Reorganization Agreement. (b) At the Effective Time, pursuant to a resolution duly adopted by PCCI’s Board of Directors in accordance with Section 16(b) of the 0000 Xxxxxxx Xxxxx Capital, Inc. Equity Incentive Plan, as amended, Plan and Section 15(b) of the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan (the “Board Stock Option Resolution”)Plan, each PCCI Stock Option granted that is outstanding and unexercised shall be proportionately adjusted such that each PCCI Stock Option shall cease to represent a right to acquire shares of PCCI Common Stock and shall instead, as adjusted, represent the right to receive upon exercise and delivery of the applicable exercise price an amount in cash equal to the Per Share Consideration.