Common use of Exercise of Stock Option Clause in Contracts

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the XxxxHart-XxxxxScott-Xxxxxx Rodino Antitrust Improvements Act of Imxxxxxxxxxx Xxx xx 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Exercise of Stock Option. In order (a) Each election to induce Parent exercise this Stock Option shall be in writing, signed by the Participant or the Participant’s executor, administrator, or legally appointed representative (in the event of the Participant’s incapacity) or the person or persons to whom this Stock Option is transferred by will or the applicable laws of descent and the Purchaser to enter into the Merger Agreementdistribution (collectively, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (“Option Holder”), and received by the "Option Shares") Company at an amount (its principal office, accompanied by this certificate and payment in full as provided in the "Purchase Price") equal Plan. Subject to the Offer Price. If further terms and conditions provided in the Plan, the purchase price may be paid as follows: (i) the Offer is terminated, abandoned cash or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreementcheck, or (ii) delivery of a written or electronic notice that the Merger Agreement is terminated in accordance Option Holder has placed a market sell order with its termsa broker acceptable to the Company with respect to Shares then issuable upon exercise or vesting of an Award, other than and that the broker has been directed to pay a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date sufficient portion of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase net proceeds of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for sale to the purchase or sale Company in satisfaction of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreementaggregate payments required; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction payment of such required consents, and (C) proceeds is then made to the date of removal or lifting Company upon settlement of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholdersale. In the event that Parent wishes this Stock Option is exercised by an Option Holder other than the Participant, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise a this Stock Option, Parent shall send a written notice . (b) The provisions of Section 5.4(b) of the "Notice") Plan apply with respect to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date term of the NoticeAward following a Termination of Service. Without limiting the foregoing, if the Participant has a Termination of Service prior to the expiration of this Stock Option Award, unless varied by the Administrator in advance of the Termination of Service date, any unvested portion of this Award shall be forfeited and the Participant shall have one (1) for year to exercise the closing vested portion of this Award. Any such purchaseexercise shall be transacted in accordance with this Agreement and the Plan.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option Provided that (a a) Stelco Inc. ("Stock OptionStelco") has not purchased the Shares pursuant to purchase such Stockholderthe exercise of Stelco's Shares rights under Section 3.3 or 3.4 of the Right of First Refusal and Standstill Agreement dated May 11, 1990 (the "Option SharesFirst Refusal Agreement") at an amount (the such purchase a "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day PeriodFirst Refusal Purchase"), so long as: (ib) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired no preliminary or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary permanent injunction or other order issued by any Governmental Entity prohibiting federal or state court of competent jurisdiction in the exercise Untied States of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there America shall be in effect which would prohibit the purchase or delivery of Shares hereunder and (c) any applicable waiting period under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 1976 (the "HSR Act") shall have expired with respect to such injunction or orderpurchase and delivery, the Purchaser may exercise the Stock Option, in each case on whole, at any time or from time to time, from the expiration Option Commencement Date until that date (the "Termination Date") which is the earlier of (i) January 15, 1996, or (ii) termination of the 60 Day PeriodMerger Agreement due to a material breach by the Purchaser of its obligations under the Merger Agreement. Stockholder agrees that if, prior to the 60 Day Period shall be extended until 5 business days after the later first anniversary of (A) the date of expiration this Agreement, the Stockholder or waiver any assignee of the Stockholder or the Company enters into an agreement to sell or exchange all HSR Act waiting periodsor substantially all of the Common Stock of the Company held by the Stockholder or any affiliate of the Stockholder to or with a third party (including any such sale or exchange pursuant to a merger, or a tender or exchange offer), Stockholder or any assignee of the Stockholder will promptly pay Purchaser an amount equal to fifty percent (B50%) of the grant difference between the Subsequent Share Price (as defined below) received for the Shares in such subsequent transaction and the product of $7.75 and the number of Shares. For the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of the aggregate consideration received by the Stockholder or any assignee of the Stockholder in the transaction reduced by the expenses and out-of-pocket fees incurred by Stockholder or its affiliates or on their behalf in connection with the sale of the Shares. If the Stockholder or any assignee of the Stockholder or the Company receives consideration other satisfaction of such required consentsthan cash, the Stockholder may elect to pay the amount due the Purchaser under this Section 2 in like kind consideration or in cash. Prior to the Termination Date, other than as permitted in Section 4 below, the Stockholder will not take, and (C) will refrain from taking, any action which would have the date effect of removal preventing or lifting of such injunction or order; provided, however, that in no event shall disabling the Stock Option be exercisable after Stockholder from delivering the date which is six months after Shares to the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's Purchaser upon exercise of the Stock Option or from otherwise performing its obligations under this Agreement. Anything in this Agreement to the sale contrary notwithstanding, this Stock Option may not be exercised and no Stockholder may transfer his, her or its Shares hereunder unless all Shares of all Stockholders are purchased and acquired, it being understood and agreed that the payment of the Option Purchase Price for all Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent of all Stockholders shall send a written notice (the "Notice") be an express condition to the purchase of any Shares of any individual Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchasehereunder.

Exercise of Stock Option. In order TO: Stock Option and Compensation Committee of Phone2Networks, Inc. FROM: __________________________________, Optionee RE: Phone2Networks, Inc. 2000 Stock Option and Restricted Stock Plan DATE: ______________________ Pursuant to induce Parent the terms and provisions of the Purchaser Stock Option Agreement for Incentive Stock Options, dated (the “Agreement”), executed by me and a duly authorized officer of Phone2Networks, Inc. (the “Company”) in connection with the Phone2Networks, Inc. 2000 Stock Option and Restricted Stock Plan (the “Plan”), I hereby give notice that I elect to enter into exercise today the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock the “Option"”) evidenced by the Agreement with respect to shares of the common stock of the Company (the “Option Shares”). Accordingly, I hereby agree to purchase such Stockholder's Option Shares at the price and terms established under the Agreement and the Plan. I understand that both this Option and any Option Shares purchased upon its exercise are securities, the issuance of which by the Company requires compliance with state and federal securities laws. With respect to any Option Shares covered by an “incentive stock option” (the "Option Shares"as defined in Section 422(b) at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwiseInternal Revenue Code of 1986, as amended), other than at a time when Parent I understand that if I sell such Option Shares within one year of this exercise or within two years from the Purchaser is Date of Grant, as defined in material breach of the terms of the Merger Agreement, or (ii) I may experience certain adverse federal income tax consequences. I agree to notify the Merger Agreement is terminated Company in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 writing within ten days after the date of any such disposition and to immediately deliver to the occurrence Company any amount of federal income tax withholding required by law. Additionally, I understand that such event (the "60 Day Period"), so long as: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the may not be used in a “swap transaction” to obtain additional Option Shares upon without incurring taxable income, unless such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall Option Shares used in the swap transaction have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued held by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required me for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days years from the date of the Noticegrant and one year from the date of the exercise. I understand the Company shall not be under any obligation to issue any Option Shares upon the exercise of this Option unless and until the Company has determined that (a) it has taken all actions required to register the Option Shares under the Securities Act of 1933, as amended, or to perfect an exemption from the registration requirements thereof, including, but not limited to, any investment representation, and (b) all other applicable provisions of state and federal law have been satisfied. I acknowledge that the provisions of Sections 9, 10, 11, 12, 15, 16, 17, 25, 26 and 27 of the Agreement shall survive this exercise of the Option or the termination of the Option for any reason. I hereby warrant that I am entitled under the closing Agreement and the Plan to purchase under this Option the number of Option Shares which I have agreed to purchase herein. Sincerely, __________________________________________ ______________, Optionee NAME OF OPTIONEE: __________________________________________ DATE OF GRANT: __________________________________________ NUMBER OF OPTION SHARES: __________________________________________ Name of Optionee: ____________________ Date of Grant: _________________ Number of Option Shares: __________________ Vest (Exercise) Date: See Exhibit B Exercise Price: __________________ Expiration Date: __________________ Vesting Schedule: Subject to the restrictions and conditions in the Plan and this Agreement, 25% of the Shares in the Optionee shall vest on the first year anniversary of the Date of Grant and the remaining 75% of the Shares in the Optionee shall vest at the rate of 3.125% per month on each subsequent monthly anniversary of the Date of Grant such purchasethat 100% of all Shares in the Optionee shall be vested on the third anniversary of the Date of Grant. The chart attached hereto as Exhibit B outlines the vesting schedule for Optionee. By: Name: Title: The Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Optionee has reviewed the Plan, this Option and the Exercise of Stock Option in their entirety and fully understands all provisions of this Option and the Exercise of Stock Option. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee and/or Board of Directors upon any questions arising under the Plan. Dated: ______________________________ _________________________________________________________ _________________________________________, Optionee Until and unless an adjustment is made under Section 9(a) of the Plan, Phone2Networks, Inc., a Delaware corporation (the “Company”), hereby grants to the person whose name is written on the first page hereof (the “Optionee”) an option to purchase the total number of Shares stated on the first page hereof of the Company’s common stock, par value $.01 per share, at the price determined as provided herein, and in all respects subject to the terms and provisions of the 2000 Stock Option and Restricted Stock Plan (the “Plan”) adopted by the Company, which Plan is incorporated herein by reference. Terms that are not defined herein but that are defined in the Plan shall have the same meanings as in the Plan when used herein.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option Provided that (a a) Stelco Inc. ("Stock OptionStelco") has not purchased the Shares pursuant to purchase such Stockholderthe exercise of Stelco's Shares rights under Section 3.3 of the Right of First Refusal and Standstill Agreement dated May 11, 1990 (the "Option SharesFirst Refusal Agreement") at an amount (the such purchase a "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day PeriodFirst Refusal Purchase"), so long as: (ib) all no preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction in the United States of America shall be in effect which would prohibit the purchase or delivery of Shares hereunder and (c) any applicable waiting periods period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19760000 (xxx "XXX Xxx") shall have expired with respect to such purchase and delivery, as amended the Purchaser may exercise the Stock Option, in whole, at any time or from time to time, from the Option Commencement Date until that date (the "HSR ActTermination Date")) which is the earlier of (i) December 29, required for the purchase of the Option Shares upon such exercise shall have expired 1995, or been waived; (ii) termination of the Merger Agreement due to a material breach by the Purchaser of its obligations under the Merger Agreement. Stockholder agrees that if, prior to the first anniversary of the date of this Agreement, the Stockholder or any assignee of the Stockholder or the Company enters into an agreement to (i) sell or exchange all other applicable consents or substantially all of the Common Stock of the Company held by the Stockholder or an affiliate of the Stockholder to or with a third party, Stockholder or any Governmental Entity required assignee of the Stockholder will promptly pay Purchaser an amount equal to fifty percent (50%) of the difference between the Subsequent Share Price (as defined below) received for the purchase Shares in such subsequent transaction and the product of $7.75 and the number of Shares. For the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of the aggregate consideration received by the Stockholder or any assignee of the Stockholder in the transaction reduced by the expenses and out of pocket fees incurred by Stockholder or its affiliates or on their behalf in connection with the sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted Shares. If the Stockholder or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise assignee of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired Stockholder or been waived, (ii) all the Company receives consideration other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Periodthan cash, the 60 Day Period shall be extended until 5 business days after Stockholder may elect to pay the later of (A) amount due the date of expiration Purchaser under this Section 2 in like kind consideration or waiver of all HSR Act waiting periodsin cash. Prior to the Termination Date, (B) other than as permitted in Section 4 below, the grant or other satisfaction of such required consentsStockholder will not take, and (C) will refrain from taking, any action which would have the date effect of removal preventing or lifting of such injunction or order; provided, however, that in no event shall disabling the Stock Option be exercisable after Stockholder from delivering the date which is six months after Shares to the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's Purchaser upon exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchaseotherwise performing its obligations under this Agreement.

Exercise of Stock Option. In order (a) Each election to induce Parent exercise this Stock Option shall be in writing, signed by the Participant or the Participant’s executor, administrator, or legally appointed representative (in the event of the Participant’s incapacity) or the person or persons to whom this Stock Option is transferred by will or the applicable laws of descent and the Purchaser to enter into the Merger Agreementdistribution (collectively, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (“Option Holder”), and received by the "Option Shares") Company at an amount (its principal office, accompanied by this certificate and payment in full as provided in the "Purchase Price") equal Plan. Subject to the Offer Price. If (i) further terms and conditions provided in the Offer is terminatedPlan, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long aspurchase price may be paid as follows: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976cash or check, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents Shares (including, in the case of any Governmental Entity required for the purchase or sale payment of the Option exercise price of an Award, Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting issuable pursuant to the exercise of the Stock Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (iii) delivery of a written or electronic notice that the Option pursuant Holder has placed a market sell order with a broker acceptable to this Agreementthe Company with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction payment of such required consents, and (C) proceeds is then made to the date of removal or lifting Company upon settlement of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholdersale. In the event that Parent wishes this Stock Option is exercised by an Option Holder other than the Participant, the Company will be under no obligation to deliver Shares hereunder unless and until it is satisfied as to the authority of the Option Holder to exercise a this Stock Option, Parent shall send a written notice . (b) The provisions of Section 5.4(b) of the "Notice") Plan apply with respect to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date term of the NoticeAward following a Termination of Service. Without limiting the foregoing, if the Participant has a Termination of Service for reasons other than death or disability prior to the expiration of this Stock Option Award, unless varied by the Administrator in advance of the Termination of Service date, any unvested portion of this Award shall be forfeited and the Participant shall have ninety (90) for days to exercise the closing vested portion of this Award. Any such purchaseexercise shall be transacted in accordance with this Agreement and the Plan.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the each Stockholder hereby grants to Parent an irrevocable option (a "Stock Option") to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i7.1(c)(ii) or 7.1(c)(iii7.1(d)(i), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months after the date on which the Stock Option first becomes exercisableDecember 31, 1997; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchase.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option (a "Stock Option"a) to purchase such Stockholder's Shares (the "Option Shares") at an amount (the "Purchase Price") equal Subject to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any satisfaction of the conditions thereto set forth in Section 1.3 hereof, the Stock Option may be exercised by UNIDATA, in whole or otherwisein part, at any time or from time to time after the occurrence of an Exercise Event (as defined below) and prior to the Termination Date (as defined below). (b) An "Exercise Event" shall occur for purposes of this Agreement upon the occurrence of any event or circumstance which, other than at a time when Parent or the Purchaser is in material breach of pursuant to the terms of Section 7.03(c) of the Merger Agreement, or would entitle UNIDATA, upon termination of the Merger Agreement, to payment of the termination fee specified in clauses (i), (ii) and (iii) Section 7.03(c) of the Merger Agreement is (regardless of whether the Merger Agreement has actually been terminated in accordance with its terms, other than as a termination result of such event or circumstance). Termination of the Merger Agreement pursuant to Section 7.1(c)(i7.03(c)(iv) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but of the Merger Agreement shall not in part, be an Exercise Event. I-44 53 (c) The "Termination Date" shall occur for purposes of this Agreement upon the first to occur of any of the following: (i) the Effective Time; (ii) the date on which the Merger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall not have occurred on or prior to such event and remain exercisable in whole until termination date; or (iii) the date which is 60 days after the date of the occurrence of such event (the "60 Day Period"), so long as: (i) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary injunction or other order issued by any Governmental Entity prohibiting the exercise of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there shall be in effect any such injunction or order, in each case on the expiration of the 60 Day Period, the 60 Day Period shall be extended until 5 business days after the later of (A) the date of expiration or waiver of all HSR Act waiting periods, (B) the grant or other satisfaction of such required consents, and (C) the date of removal or lifting of such injunction or order; provided, however, that in no event shall the Stock Option be exercisable after the date which is six months one year after the date on which the Stock Option first becomes exercisableMerger Agreement is terminated pursuant to Section 7.01 thereof, if an Exercise Event shall have occurred on or prior to such termination date; providedprovided that, furtherwith respect to clause (iii) above, that if the Stock Option shall terminate if cannot be exercised as of such date by reason of any Governmental Entity shall issue an order, decree or ruling or take any other action (which orderapplicable judgment, decree, ruling law, regulation or other action order, then the parties hereto Termination Date shall use their best efforts to lift), which permanently restrains, enjoins be extended until thirty days after such impediment has been removed or otherwise prohibits Parent's exercise of the Stock Option or the sale of the Option Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent shall send a written notice (the "Notice") to the Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchasewaiting period has expired.

Exercise of Stock Option. In order to induce Parent and the Purchaser to enter into the Merger Agreement, the Stockholder hereby grants to Parent an irrevocable option Provided that (a a) Stelco Inc. ("Stock OptionStelco") has not purchased the Shares pursuant to purchase such Stockholderthe exercise of Stelco's Shares rights under Section 3.3 or 3.4 of the Right of First Refusal and Standstill Agreement dated May 11, 1990 (the "Option SharesFirst Refusal Agreement") at an amount (the such purchase a "Purchase Price") equal to the Offer Price. If (i) the Offer is terminated, abandoned or withdrawn by Parent or the Purchaser (whether due to the failure of any of the conditions thereto or otherwise), other than at a time when Parent or the Purchaser is in material breach of the terms of the Merger Agreement, or (ii) the Merger Agreement is terminated in accordance with its terms, other than a termination pursuant to Section 7.1(c)(i) or 7.1(c)(iii), each Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable in whole until the date which is 60 days after the date of the occurrence of such event (the "60 Day PeriodFirst Refusal Purchase"), so long as: (ib) all waiting periods under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of the Option Shares upon such exercise shall have expired no preliminary or been waived; (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares upon such exercise and identified on Schedule 5(c) attached hereto (if applicable) shall have been granted or otherwise satisfied; and (iii) there shall not be in effect any preliminary permanent injunction or other order issued by any Governmental Entity prohibiting federal or state court of competent jurisdiction in the exercise Untied States of the Stock Option pursuant to this Agreement; provided that if (i) all HSR Act waiting periods shall not have expired or been waived, (ii) all other applicable consents of any Governmental Entity required for the purchase or sale of the Option Shares and identified on Schedule 5(c) attached hereto (if applicable) shall not have been granted or otherwise satisfied, or (iii) there America shall be in effect which would prohibit the purchase or delivery of Shares hereunder and (c) any applicable waiting period under the Xxxx-Xxxxx- Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired with respect to such injunction or orderpurchase and delivery, the Purchaser may exercise the Stock Option, in each case on whole, at any time or from time to time, from the expiration Option Commencement Date until that date (the "Termination Date") which is the earlier of (i) January 15, 1996, or (ii) termination of the 60 Day PeriodMerger Agreement due to a material breach by the Purchaser of its obligations under the Merger Agreement. Stockholder agrees that if, prior to the 60 Day Period shall be extended until 5 business days after the later first anniversary of (A) the date of expiration this Agreement, the Stockholder or waiver any assignee of the Stockholder or the Company enters into an agreement to sell or exchange all HSR Act waiting periodsor substantially all of the Common Stock of the Company held by the Stockholder or any affiliate of the Stockholder to or with a third party (including any such sale or exchange pursuant to a merger, or a tender or exchange offer), Stockholder or any assignee of the Stockholder will promptly pay Purchaser an amount equal to fifty percent (B50%) of the grant difference between the Subsequent Share Price (as defined below) received for the Shares in such subsequent transaction and the product of $7.75 and the number of Shares. For the purposes of this Section 2, "Subsequent Share Price" shall mean the sum of the aggregate consideration received by the Stockholder or any assignee of the Stockholder in the transaction reduced by the expenses and out-of-pocket fees incurred by Stockholder or its affiliates or on their behalf in connection with the sale of the Shares. If the Stockholder or any assignee of the Stockholder or the Company receives consideration other satisfaction of such required consentsthan cash, the Stockholder may elect to pay the amount due the Purchaser under this Section 2 in like kind consideration or in cash. Prior to the Termination Date, other than as permitted in Section 4 below, the Stockholder will not take, and (C) will refrain from taking, any action which would have the date effect of removal preventing or lifting of such injunction or order; provided, however, that in no event shall disabling the Stock Option be exercisable after Stockholder from delivering the date which is six months after Shares to the date on which the Stock Option first becomes exercisable; provided, further, that the Stock Option shall terminate if any Governmental Entity shall issue an order, decree or ruling or take any other action (which order, decree, ruling or other action the parties hereto shall use their best efforts to lift), which permanently restrains, enjoins or otherwise prohibits Parent's Purchaser upon exercise of the Stock Option or from otherwise performing its obligations under this Agreement. Anything in this Agreement to the sale contrary notwithstanding, this Stock Option may not be exercised and no Stockholder may transfer his, her or its Shares hereunder unless all Shares of all Stockholders are purchased and acquired, it being understood and agreed that the payment of the Option Purchase Price for all Shares to Parent by the Stockholder. In the event that Parent wishes to exercise a Stock Option, Parent of all Stockholders shall send a written notice (the "Notice") be an express condition to the purchase of any Shares of any individual Stockholder identifying the place and date (not less than two nor more than 10 business days from the date of the Notice) for the closing of such purchasehereunder.