Common use of Options and Other Stock-Based Awards Clause in Contracts

Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB Common Stock (each a "CAVB Stock Option") issued pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule (the "CAVB Stock Plans") to any current or former employee or director of, or consultant to, CAVB or any of its Subsidiaries, as defined below, shall be assumed by PNFP and shall be converted automatically into an option to purchase a number of shares of PNFP Common Stock (rounded to the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder): (i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB Stock Options immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the CAVB Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB shall be deemed to be references to PNFP. (b) PNFP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Common Stock subject to the Assumed Stock Options and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

Options and Other Stock-Based Awards. (a) Immediately prior to the Effective Time, each outstanding and unexercised option granted by Target to purchase Target Common Stock shall become fully vested and exercisable. Each holder thereof may elect to exercise any such option in accordance with the other terms thereof (an “Exercise Election”), contingent on the consummation of the Merger, and may elect to receive, for any shares of Target Common Stock acquired in such election, Cash Consideration, Stock Consideration or a combination thereof in accordance with Section 1.4 and subject to Section 2.1. In the event of any such Exercise Election, all shares of Target Common Stock underlying such exercised options will be deemed to have been issued and outstanding immediately prior to the Effective Time for purposes of Section 1.4 and Section 2.1. If the Merger is not completed, any options for which an Exercise Election has been made will remain outstanding, subject to their respective original vesting schedules. At the Effective Time, any outstanding and unexercised option for which an Exercise Election has not been made shall be canceled and in exchange for such cancellation the optionee shall receive an amount of cash, without interest, equal to the product of (i) the excess of (A) the per share Cash Consideration over (B) the exercise price per share of such option and (ii) the number of shares of Target Common Stock subject to such option (the “Cash Out Amount”), which cash payment shall be treated as compensation and shall be net of any applicable federal or state withholding tax. At the Effective Time, any option for which no Exercise Election is made the exercise price per share of which exceeds the per share Cash Consideration shall be cancelled without payment and of no further force or effect. (b) As of the Effective Time, all shares of Target Restricted Stock and all grants in the form of “restricted stock units” made by the Target which are convertible into Target Common Stock (“Target Restricted Stock Units”) that are outstanding immediately prior to the Effective Time, as of the Effective Time, each then outstanding option shall become a vested right to purchase shares of CAVB Common Stock (each a "CAVB Stock Option"receive the Merger Consideration in accordance with Section 1.4(a) issued pursuant and subject to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule (the "CAVB Stock Plans") to any current or former employee or director of2.1, or consultant to, CAVB or any of its Subsidiariesand, as defined belowto Target Restricted Stock Units, shall be assumed by PNFP and shall be converted automatically into an option to purchase a number of shares of PNFP Common Stock (rounded to as if the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder): (i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as holders thereof were applicable to the corresponding CAVB Stock Options immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration holders of vesting thereof, provided for in the CAVB Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB shall be deemed to be references to PNFPTarget Common Stock. (bc) PNFP has taken The Western Liberty Bancorp Stock Option Plan and any other agreement providing for the grant of options or Target Restricted Stock (collectively, the “Target Stock Plan”) shall terminate as of the Effective Time except as otherwise specifically contemplated by this Agreement and Target shall take all corporate action necessary actions to reserve accomplish the foregoing. (d) WAL shall prepare a form substantially similar to the Form of Election (with such modifications as WAL shall reasonably deem appropriate) for issuance a sufficient number use by holders of shares of PNFP outstanding options to purchase Target Common Stock upon and holders of Target Restricted Stock. Such form shall be mailed to such holders so as to permit such holders to exercise their right to make an Election prior to the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) Election Deadline with respect to the issuance of the shares of PNFP Target Common Stock subject underlying such options (to the Assumed Stock Options extent an Exercise Election is made) and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstandingTarget Restricted Stock.

Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB First National Bankshares Common Stock (each a "CAVB “First National Bankshares Stock Option"”) issued granted pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB First National Bankshares Disclosure Schedule (the "CAVB “First National Bankshares Stock Plans"”) to any current or former employee or director of, or consultant to, CAVB First National Bankshares or any of its Subsidiaries, as defined below, Subsidiaries shall be assumed by PNFP Fifth Third and shall be converted automatically into an option to purchase a number of shares of PNFP Fifth Third Common Stock (rounded to the nearest whole share) (an "“Assumed Stock Option"”) at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB First National Bankshares Stock Plans and the agreements evidencing the options grants thereunder): (i) The number of shares of PNFP Fifth Third Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB First National Bankshares Common Stock subject to the CAVB First National Bankshares Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Fifth Third Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Fifth Third Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB First National Bankshares Common Stock under the CAVB First National Bankshares Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB First National Bankshares Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB First National Bankshares Stock Options immediately prior to the Effective Time (but taking into account any non-discretionary changes thereto, including the acceleration of vesting thereof, thereto provided for in the CAVB First National Bankshares Stock Plans or other CAVB First National Bankshares Benefit Plan, as Plan (defined below, ) or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB First National Bankshares shall be deemed to be references to PNFPFifth Third. (b) PNFP At the Effective Time, each right of any kind, contingent or accrued, to receive shares of First National Bankshares Common Stock or benefits measured by the value of a number of shares of First National Bankshares Common Stock, and each award of any kind consisting of shares of First National Bankshares Common Stock, granted under the First National Bankshares Stock Plans or any other First National Bankshares Benefit Plan (including restricted stock, restricted stock units, performance stock units, deferred stock units, phantom stock and dividend equivalents), other than First National Bankshares Stock Options (each, a “First National Bankshares Stock-Based Award”), whether vested or unvested, which is outstanding or unsatisfied immediately prior to the Effective Time, shall cease to represent a right or award with respect to shares of First National Bankshares Common Stock and shall be converted, at the Effective Time, into a right or award with respect to shares of Fifth Third Common Stock (an “Assumed Stock-Based Award”), on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable under the First National Bankshares Stock-Based Awards (but taking into account any non-discretionary changes thereto provided for in the First National Bankshares Stock Plans or other First National Bankshares Benefit Plan or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby). The number of shares of Fifth Third Common Stock subject to each such Assumed Stock-Based Award shall be equal to the number of shares of First National Bankshares Common Stock subject to the First National Bankshares Stock-Based Award, multiplied by the Exchange Ratio (rounded to the nearest whole share of Fifth Third Common Stock). All dividend equivalents credited to the account of each holder of a First National Bankshares Stock-Based Award as of the Effective Time shall remain credited to such holder’s account immediately following the Effective Time, subject to adjustment in accordance with the foregoing. (c) Fifth Third represents and warrants that it has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Fifth Third Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP Fifth Third shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Fifth Third Common Stock subject to the Assumed Stock Options and the Assumed Stock-Based Awards and shall use its reasonable best efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding. (d) Within twenty (20) business days of the date hereof, First National Bankshares will take such action as is necessary to amend the First National Bankshares Dividend Reinvestment Plan (the “First National Bankshares DRIP”) to eliminate or suspend, pending the consummation of the Merger, the right of any participant to make a new election, or increase an existing election, to purchase additional shares of First National Bankshares Common Stock under the First National Bankshares DRIP other than upon a dividend reinvestment; provided, however, that those participants who have made such an election prior to the date of this Agreement shall be permitted to purchase additional shares of First National Bankshares Common Stock under the First National Bankshares DRIP pursuant to such existing election. Prior to the Effective Time and within five (5) business days of the anticipated Effective Time, First National Bankshares will take such action as is necessary to provide no additional shares of First National Bankshares Common Stock will be purchased under the First National Bankshares DRIP. Immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, First National Bankshares shall terminate the First National Bankshares DRIP.

Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB NCF Common Stock (each a "CAVB NCF Stock Option") issued granted, pursuant to the equity-based compensation plans identified on in Section 4.11 of the CAVB NCF Disclosure Schedule (the "CAVB NCF Stock Plans") ), to any current or former employee or director of, or consultant to, CAVB NCF or any of its Subsidiaries, as defined below, Subsidiaries shall be assumed by PNFP STI and shall be converted automatically into an option to purchase a number of shares of PNFP STI Common Stock (rounded to the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB NCF Stock Plans and the agreements evidencing the options grants thereunder): (i) The number of shares of PNFP STI Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB NCF Common Stock subject to the CAVB NCF Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP STI Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP STI Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB NCF Common Stock under the CAVB NCF Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB NCF Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB NCF Stock Options immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the CAVB NCF Stock Plans or other CAVB NCF Benefit Plan, as Plan (defined below, ) or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB NCF shall be deemed to be references to PNFPSTI. (b) PNFP has taken At the Effective Time, each right of any kind, contingent or accrued, to receive shares of NCF Common Stock or benefits measured by the value of a number of shares of NCF Common Stock, and each award of any kind consisting of shares of NCF Common Stock, granted under the NCF Stock Plans or any other NCF Benefit Plan (including restricted stock, restricted stock units, performance stock units, deferred stock units and dividend equivalents), other than NCF Stock Options (each, a "NCF Stock-Based Award"), whether vested or unvested, which is outstanding or unsatisfied immediately prior to the Effective Time, shall cease to represent a right or award with respect to shares of NCF Common Stock and shall be converted, at the Effective Time, into a right or award with respect to shares of STI Common Stock (an "Assumed Stock-Based Award"), on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable under the NCF Stock-Based Awards (but taking into account any changes thereto, including the acceleration thereof, provided for in the NCF Stock Plans or other NCF Benefit Plan or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby). The number of shares of STI Common Stock subject to each such Assumed Stock-Based Award shall be equal to the number of shares of NCF Common Stock subject to the NCF Stock-Based Award, multiplied by the Exchange Ratio (rounded to the nearest whole share of STI Common Stock). All dividend equivalents credited to the account of each holder of a NCF Stock-Based Award as of the Effective Time shall remain credited to such holder's account immediately following the Effective Time, subject to adjustment in accordance with the foregoing. (c) STI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP STI Common Stock upon the exercise of the Assumed Stock OptionsOptions and settlement of the Assumed Stock Based Awards. On or as soon as practicable following the Closing Date (and in no event more than five ten business days after the Closing Date), PNFP STI shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (as defined below) with respect to the issuance of the shares of PNFP STI Common Stock subject to the Assumed Stock Options and the Assumed Stock-Based Awards and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding. (d) NCF shall take such action as is necessary to provide that as of no later than three business days prior to the Effective Date no additional shares of NCF Common Stock will be purchased under the NCF Automatic Dividend Reinvestment Plan (the "NCF DRIP"); provided, however, that such cessation of further purchases shall be conditioned upon the consummation of the Merger. Immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, NCF shall terminate the NCF DRIP.

Options and Other Stock-Based Awards. (a) Effective as of At the Effective Time, each then option to purchase CVLY Common Stock (collectively, the “CVLY Stock Options”) under CVLY’s 2007 Long-Term Incentive Plan, as amended, and the 2017 Long-Term Incentive Plan, as amended, and any other similar plan (collectively, the “CVLY Equity Plans”) or otherwise, whether vested or unvested, which is outstanding immediately prior to the Effective Time and which has not been exercised or canceled prior thereto shall automatically and without any required action on the part of the holder thereof, cease to represent an option to purchase shares of CAVB CVLY Common Stock (each a "CAVB Stock Option") issued pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule (the "CAVB Stock Plans") to any current or former employee or director of, or consultant to, CAVB or any of its Subsidiaries, as defined below, shall be assumed by PNFP and shall be converted automatically into an option to purchase a number of shares of PNFP ORRF Common Stock (rounded to the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder): (i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of (x) the number of shares of CAVB CVLY Common Stock subject to the CAVB such CVLY Stock Option immediately prior to the Effective Time and (y) the Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be at an exercise price per share (rounded up to the nearest whole share; and (iicent) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to (A) the exercise price per share of CAVB CVLY Common Stock under the CAVB of such CVLY Stock Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, provided however, that such the exercise price and the number of shares of ORRF Common Stock purchasable pursuant to the CVLY Stock Options shall be rounded to determined in a manner consistent with the nearest whole cent. In requirements of Section 409A of the Code; provided, further, that in the case of any CAVB CVLY Stock Option to which Section 421 422 of the Code applies by reason of its qualification under Section 422 of the Codeapplies, the conversion formula exercise price and the number of shares of ORRF Common Stock purchasable pursuant to such option shall be adjusteddetermined in accordance with the foregoing, if necessary, subject to comply with such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as otherwise specifically provided hereinabove, following the Assumed Effective Time, each CVLY Stock Options Option shall continue to be subject to governed by the same terms and conditions (including expiration date, vesting and exercise provisionsexercisability terms) as were applicable to the corresponding CAVB such CVLY Stock Options Option immediately prior to the Effective Time (but taking into account any changes theretoTime. At the Effective Time, including the acceleration of vesting thereof, provided for in CVLY Equity Plans shall terminate and the CAVB Stock Plans or other CAVB Benefit Plan, as defined below, or provisions in any award agreement thereunder by reason other plan, program or arrangement providing for the issuance or grant of this Agreement or any other interest in respect of the transactions contemplated hereby); provided, however, that references to CAVB capital stock of CVLY shall be of no further force and effect and shall be deemed to be references to PNFPdeleted. (b) PNFP has taken As of the Effective Time, all corporate action necessary timed-based restricted stock awards (“CVLY RSAs”) and time-based restricted stock unit awards (“CVLY RSUs”) granted under the CVLY Equity Plans (collectively, “CVLY Restricted Stock”) shall vest in full so as to reserve for issuance a sufficient number of no longer be subject to any forfeiture or vesting requirements, and all such shares of PNFP CVLY Common Stock upon the exercise shall be considered outstanding shares for all purposes of this Agreement, including, without limitation, for purposes of the Assumed Stock Optionsright to receive the Merger Consideration with respect thereto. On In addition, all performance-based restricted stock awards and performance-based restricted stock unit awards (collectively, “CVLY PRSUs”) granted under the CVLY Equity Plans shall vest at the greater of: (i) an assumed achievement of all relevant performance goals at the “target” level or (ii) the actual level of achievement of all relevant performance goals against target as of CVLY’s last fiscal quarter preceding the Closing Date and the award shall become vested pro rata based on the portion of the applicable performance period completed through the Closing Date. (c) As soon as reasonably practicable following the date of this Agreement, the CVLY Board shall adopt appropriate resolutions or take such other actions as may be required to provide that (i) the 2007 Codorus Valley Bancorp, Inc. Restated Employee Stock Purchase Plan (the “CVLY ESPP”) shall be suspended such that no new offering periods shall commence after the date of this Agreement and participants may not increase payroll deductions under the CVLY ESPP, (ii) the final offering period in effect as of the date of this Agreement will end on the earlier of (A) its regular end date and (B) such date as the Company determines in its sole discretion (provided that such date shall be no later than the date that is five (5) Business Days prior to the Closing (the “Final Exercise Date”)), (iii) each CVLY ESPP participant’s accumulated contributions under the CVLY ESPP for any offering period in effect as of immediately prior to the Final Exercise Date shall be used to purchase shares of CVLY Common Stock in accordance with the terms of the CVLY ESPP as of the Final Exercise Date, (iv) the remaining balance of each participant’s account under the CVLY ESPP shall be returned to the participant in accordance with the terms of the CVLY ESPP, and (v) contingent upon the occurrence of Closing, the CVLY ESPP shall terminate on the date immediately prior to the Closing Date (and in no event more than five business days after the Closing Date), PNFP further rights shall file a registration statement on an appropriate form be granted or a post-effective amendment to a previously filed registration statement exercised under the Securities Act CVLY ESPP thereafter. All shares of CVLY Common Stock purchased on the Final Exercise Date shall be canceled at the Effective Time and converted into the right to receive the Merger Consideration in accordance with the terms and conditions of this Agreement. (defined belowd) with respect Prior to the issuance Closing, the CVLY Board (or, if appropriate, any committee thereof administering the CVLY Equity Plans) shall adopt such resolutions or take such other actions (including, without limitation, obtaining the consent from any applicable holders of CVLY Stock Options) as may be required to effect the shares foregoing provisions of PNFP Common Stock subject to the Assumed Stock Options and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstandingthis Section 2.8.

Options and Other Stock-Based Awards. (ai) Effective as of The Purchaser, the Company and WFS shall take all actions necessary to provide that each Company Stock Option that is outstanding immediately prior to the Parent Effective Time, each then outstanding option to purchase shares of CAVB Common other than Non-Assumed Options (collectively, "Assumed Company Stock (each a "CAVB Stock OptionOptions") issued pursuant and each WFS Stock Option that is outstanding immediately prior to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule Subsidiary Effective Time (the collectively, "CAVB Assumed WFS Stock PlansOptions") to any current ), whether or former employee not then exercisable or director of, or consultant to, CAVB or any of its Subsidiaries, as defined belowvested, shall be assumed by PNFP the Purchaser as of the Parent Effective Time or the Subsidiary Effective Time, as applicable. As of the Parent Effective Time, each Assumed Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. All unvested Non-Assumed Options shall fully accelerate immediately prior to the Parent Effective Time. As of the Subsidiary Effective Time, each Assumed WFS Stock Option shall cease to represent a right to acquire shares of WFS Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Assumed Company Stock Option and each Assumed WFS Stock Option assumed by Purchaser as provided herein shall be subject to, and exercisable and vest in accordance with, the same terms and conditions as under the Company Stock Plans or the WFS Stock Plan, as applicable, and the applicable option and other related agreements issued thereunder, except that: (1) each Assumed Company Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP Company Common Stock (that were subject to the Assumed Company Stock Option immediately before the Parent Effective Time by the Parent Exchange Ratio, rounded down to the nearest whole share) (an "Assumed Stock Option") , at an exercise price determined as provided below per Purchaser Share equal to (and A) the per share exercise price for the shares of Company Common Stock otherwise subject purchasable pursuant to such Assumed Company Stock Option immediately before the Parent Effective Time divided by (B) the Parent Exchange Ratio, rounded up to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder):nearest cent. (i2) The each Assumed WFS Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP WFS Common Stock to be that were subject to the Assumed WFS Stock Option shall be equal to immediately before the product of Subsidiary Effective Time by the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Subsidiary Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and, at an exercise price per Purchaser Share equal to (A) the per share exercise price for the shares of WFS Common Stock otherwise purchasable pursuant to such Assumed WFS Stock Option immediately before the Subsidiary Effective Time divided by (B) the Subsidiary Exchange Ratio, rounded up to the nearest cent. Following the assumption of the Assumed Company Stock Options and the Assumed WFS Stock Options, all references to the Company in the Assumed Company Stock Options and the Company Stock Plan and all references to WFS in the Assumed WFS Stock Options and the WFS Stock Plans shall be deemed to refer to the Purchaser. (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Assumed Company Stock Option to Options or Assumed WFS Stock Options which Section 421 of the Code applies by reason of its qualification under are "incentive stock options" (as defined in Section 422 of the Code), the conversion formula exercise price, the number of shares purchasable pursuant to such options and the terms and conditions of exercise of such options shall be adjusted, if necessary, determined in order to comply with Section 424(a) of the CodeCode and to avoid a "modification" of any such option under Code Section 424(h). Except as otherwise provided hereinIn all events, the Assumed Company Stock Options and Assumed WFS Stock Options shall be converted into options to purchase Purchaser Shares in such a manner as to be compliant with Section 409A of the Code. (iii) Each Non-Assumed Option that is outstanding as of the Parent Effective Time shall be canceled as of the Parent Effective Time and, subject to the receipt of any necessary consents, each holder of such canceled option shall be entitled to receive in consideration for such cancellation that number of Purchaser Shares equal to the product of (x) the Parent Exchange Ratio and (y) a number equal to the difference (if positive) between (A) the number of shares of Company Common Stock that would have been issued under the Non-Assumed Option had such option been exercised in full immediately prior to the Parent Effective Time less (B) the number of shares of Company Common Stock with an aggregate fair market value equal to the exercise price of such shares, with the fair market value of each such share determined by using the 4:00 p.m. (New York time) closing price for a share of Company Common Stock on the NYSE as reported by The Wall Street Journal for the last NYSE trading day immediately preceding the date on which the Parent Effective Time occurs. (iv) As of the Parent Effective Time, each restricted share of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Incentive Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the "Company Restricted Shares") shall, by virtue of the Parent Merger and without any action on the part of the holder thereof, be converted into the right to receive, on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable applied to the corresponding CAVB Stock Options each such Company Restricted Share immediately prior to the Parent Effective Time (but including, in the case of Purchaser Shares received in respect of each Company Restricted Share, the same transfer restrictions taking into account any changes theretoaccelerated vesting of such Company Restricted Share in accordance with the terms thereof), including a number of restricted Purchaser Shares in an amount equal to the acceleration number of vesting thereof, provided for in such Company Restricted Shares multiplied by the CAVB Parent Exchange Ratio (rounded down to the nearest whole share) (the "Purchaser Restricted Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated herebyRight"); provided, however, that references that, upon the lapsing of restrictions with respect to CAVB each such Purchaser Restricted Stock Right in accordance with the terms applicable to the corresponding Company Restricted Share immediately prior to the Parent Effective Time, the Purchaser shall be deemed entitled to deduct and withhold such amounts as may be required to be references deducted and withheld under the Code and any applicable state or local tax law with respect to PNFPthe lapsing of such restrictions; provided, further, that, in the case of any Company Restricted Shares, the number of Purchaser Shares subject to such award shall be determined in a manner as to be compliant with the requirements of Section 409A of the Code. (bv) PNFP has taken all corporate As of the Parent Effective Time, each restricted share unit with respect to shares of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Stock Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the "Company RSUs") shall, by virtue of the Parent Merger and without any action necessary on the part of the holder thereof, be converted into a restricted share unit, on the same terms and conditions as applied to reserve for issuance a sufficient each such Company RSU immediately prior to the Parent Effective Time (taking into account any accelerated vesting of such Company RSU in accordance with the terms thereof), with respect to the number of Purchaser Shares that is equal to the number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Company Common Stock subject to the Assumed Stock Options and Company RSU immediately prior to the Parent Effective Time multiplied by the Parent Exchange Ratio (rounded down to the nearest whole share) (a "Purchaser RSU"); provided, however, that, in the case of any Company RSU, the number of Purchaser Shares subject to such award shall use its reasonable efforts consistent be determined in a manner as to be compliant with customary industry standards to maintain the effectiveness requirements of such registration statement or registration statements (and maintain the current status Section 409A of the prospectus Code. (vi) As soon as practicable after the Parent Effective Time and the Subsidiary Effective Time, as applicable, the Purchaser shall deliver to each holder of Company Stock Options, WFS Stock Options, Company Restricted Shares or prospectuses contained thereinCompany RSUs an appropriate notice setting forth such holder's rights pursuant thereto after giving effect to the adjustments required by this Section 2.5(f). (vii) for Each of the Company and WFS shall, at or prior to the Parent Effective Time or Subsidiary Effective Time, as applicable, take all necessary actions so long that, immediately following the Parent Effective Time or the Subsidiary Effective Time, as such equity awards remain outstandingapplicable, none of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation is or will be bound by the Company Stock Plans, the WFS Stock Plan, any Company Stock Option, any WFS Stock Option or any other options, warrants, rights or agreements that would entitle any Person, other than the Purchaser or its Affiliates, to own any capital stock of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation or to receive any payment in respect thereof, except as otherwise provided herein.

Options and Other Stock-Based Awards. (ai) Effective as of The Purchaser, the Company and WFS shall take all actions necessary to provide that each Company Stock Option that is outstanding immediately prior to the Parent Effective Time, other than Non-Assumed Options (collectively, “Assumed Company Stock Options”) and each then WFS Stock Option that is outstanding option to purchase shares of CAVB Common Stock (each a "CAVB Stock Option") issued pursuant immediately prior to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule Subsidiary Effective Time (the "CAVB collectively, “Assumed WFS Stock Plans") to any current Options”), whether or former employee not then exercisable or director of, or consultant to, CAVB or any of its Subsidiaries, as defined belowvested, shall be assumed by PNFP the Purchaser as of the Parent Effective Time or the Subsidiary Effective Time, as applicable. As of the Parent Effective Time, each Assumed Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. All unvested Non-Assumed Options shall fully accelerate immediately prior to the Parent Effective Time. As of the Subsidiary Effective Time, each Assumed WFS Stock Option shall cease to represent a right to acquire shares of WFS Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Assumed Company Stock Option and each Assumed WFS Stock Option assumed by Purchaser as provided herein shall be subject to, and exercisable and vest in accordance with, the same terms and conditions as under the Company Stock Plans or the WFS Stock Plan, as applicable, and the applicable option and other related agreements issued thereunder, except that: (1) each Assumed Company Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP Company Common Stock (that were subject to the Assumed Company Stock Option immediately before the Parent Effective Time by the Parent Exchange Ratio, rounded down to the nearest whole share) (an "Assumed Stock Option") , at an exercise price determined as provided below per Purchaser Share equal to (and A) the per share exercise price for the shares of Company Common Stock otherwise subject purchasable pursuant to such Assumed Company Stock Option immediately before the Parent Effective Time divided by (B) the Parent Exchange Ratio, rounded up to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder):nearest cent. (i2) The each Assumed WFS Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP WFS Common Stock to be that were subject to the Assumed WFS Stock Option shall be equal to immediately before the product of Subsidiary Effective Time by the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Subsidiary Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and, at an exercise price per Purchaser Share equal to (A) the per share exercise price for the shares of WFS Common Stock otherwise purchasable pursuant to such Assumed WFS Stock Option immediately before the Subsidiary Effective Time divided by (B) the Subsidiary Exchange Ratio, rounded up to the nearest cent. Following the assumption of the Assumed Company Stock Options and the Assumed WFS Stock Options, all references to the Company in the Assumed Company Stock Options and the Company Stock Plan and all references to WFS in the Assumed WFS Stock Options and the WFS Stock Plans shall be deemed to refer to the Purchaser. (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Assumed Company Stock Option to Options or Assumed WFS Stock Options which Section 421 of the Code applies by reason of its qualification under are “incentive stock options” (as defined in Section 422 of the Code), the conversion formula exercise price, the number of shares purchasable pursuant to such options and the terms and conditions of exercise of such options shall be adjusted, if necessary, determined in order to comply with Section 424(a) of the CodeCode and to avoid a “modification” of any such option under Code Section 424(h). Except as otherwise provided hereinIn all events, the Assumed Company Stock Options and Assumed WFS Stock Options shall be converted into options to purchase Purchaser Shares in such a manner as to be compliant with Section 409A of the Code. (iii) Each Non-Assumed Option that is outstanding as of the Parent Effective Time shall be canceled as of the Parent Effective Time and, subject to the receipt of any necessary consents, each holder of such canceled option shall be entitled to receive in consideration for such cancellation that number of Purchaser Shares equal to the product of (x) the Parent Exchange Ratio and (y) a number equal to the difference (if positive) between (A) the number of shares of Company Common Stock that would have been issued under the Non-Assumed Option had such option been exercised in full immediately prior to the Parent Effective Time less (B) the number of shares of Company Common Stock with an aggregate fair market value equal to the exercise price of such Non-Assumed Option, with the fair market value of each such share determined by using the 4:00 p.m. (New York time) closing price for a share of Company Common Stock on the NYSE as reported by The Wall Street Journal for the last NYSE trading day immediately preceding the date on which the Parent Effective Time occurs. (iv) As of the Parent Effective Time, each restricted share of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Incentive Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the “Company Restricted Shares”) shall, by virtue of the Parent Merger and without any action on the part of the holder thereof, be converted into the right to receive, on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable applied to the corresponding CAVB Stock Options each such Company Restricted Share immediately prior to the Parent Effective Time (but including, in the case of Purchaser Shares received in respect of each Company Restricted Share, the same transfer restrictions taking into account any changes theretoaccelerated vesting of such Company Restricted Share in accordance with the terms thereof), including a number of restricted Purchaser Shares in an amount equal to the acceleration number of vesting thereof, provided for in such Company Restricted Shares multiplied by the CAVB Parent Exchange Ratio (rounded down to the nearest whole share) (the “Purchaser Restricted Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated herebyRight”); provided, however, that references that, upon the lapsing of restrictions with respect to CAVB each such Purchaser Restricted Stock Right in accordance with the terms applicable to the corresponding Company Restricted Share immediately prior to the Parent Effective Time, the Purchaser shall be deemed entitled to deduct and withhold such amounts as may be required to be references deducted and withheld under the Code and any applicable state or local tax law with respect to PNFPthe lapsing of such restrictions; provided, further, that, in the case of any Company Restricted Shares, the number of Purchaser Shares subject to such award shall be determined in a manner as to be compliant with the requirements of Section 409A of the Code. (bv) PNFP has taken all corporate As of the Parent Effective Time, each restricted share unit with respect to shares of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Stock Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the “Company RSUs”) shall, by virtue of the Parent Merger and without any action necessary on the part of the holder thereof, be converted into a restricted share unit, on the same terms and conditions as applied to reserve for issuance a sufficient each such Company RSU immediately prior to the Parent Effective Time (taking into account any accelerated vesting of such Company RSU in accordance with the terms thereof), with respect to the number of Purchaser Shares that is equal to the number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Company Common Stock subject to the Assumed Stock Options and Company RSU immediately prior to the Parent Effective Time multiplied by the Parent Exchange Ratio (rounded down to the nearest whole share) (a “Purchaser RSU”); provided, however, that, in the case of any Company RSU, the number of Purchaser Shares subject to such award shall use its reasonable efforts consistent be determined in a manner as to be compliant with customary industry standards to maintain the effectiveness requirements of such registration statement or registration statements (and maintain the current status Section 409A of the prospectus Code. (vi) As soon as practicable after the Parent Effective Time and the Subsidiary Effective Time, as applicable, the Purchaser shall deliver to each holder of Company Stock Options, WFS Stock Options, Company Restricted Shares or prospectuses contained thereinCompany RSUs an appropriate notice setting forth such holder’s rights pursuant thereto after giving effect to the adjustments required by this Section 2.5(f). (vii) for Each of the Company and WFS shall, at or prior to the Parent Effective Time or Subsidiary Effective Time, as applicable, take all necessary actions so long that, immediately following the Parent Effective Time or the Subsidiary Effective Time, as such equity awards remain outstandingapplicable, none of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation is or will be bound by the Company Stock Plans, the WFS Stock Plan, any Company Stock Option, any WFS Stock Option or any other options, warrants, rights or agreements that would entitle any Person, other than the Purchaser or its Affiliates, to own any capital stock of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation or to receive any payment in respect thereof, except as otherwise provided herein.

Options and Other Stock-Based Awards. (a) Effective as of Prior to the Effective Time, each then outstanding holder of an outstanding, vested and unexercised option to purchase shares of CAVB Bridge Common Stock granted under the Bridge Stock Plans (defined below) and each a "CAVB Stock Option") issued pursuant holder of an outstanding and unexercised option that will become vested coincident with or immediately prior to the equity-based compensation plans identified Effective Time in accordance with the terms in effect under the agreements and arrangements listed in Section 4.11 1.5 of the CAVB Bridge Disclosure Schedule (other than any requirement of separation from service) (each, a “Bridge Stock Option”) may elect to exercise any such option in accordance with the "CAVB other terms thereof (an “Exercise Election”), contingent on the consummation of the Merger, and shall receive, for any shares of Bridge Common Stock Plans"acquired in such election, the Merger Consideration in accordance with Section 1.4. In the event of any such Exercise Election, all shares of Bridge Common Stock underlying such exercised options will be deemed to have been issued and outstanding immediately prior to the Effective Time for purposes of Section 1.4. If the Merger is not completed, any options for which an Exercise Election has been made will remain outstanding. At the Effective Time, any outstanding, vested and unexercised option for which an Exercise Election has not been made shall be canceled and in exchange for such cancellation the optionee shall receive an amount of cash, without interest, equal to the product of (i) the excess of (A) the Closing Price over (B) the exercise price per share of such option and (ii) the number of shares of Bridge Common Stock subject to such option (in the aggregate, the “Cash Out Amount”), which cash payment shall be treated as compensation and shall be net of any current applicable federal or former employee or director ofstate withholding tax. At the Effective Time, or consultant toany outstanding, CAVB or any vested and unexercised option for which an Exercise Election has not been made the exercise price per share of its Subsidiaries, as which exceeds the Closing Price shall be converted automatically into an Adjusted Option (defined below), and shall be assumed treated in the same manner as an unvested Bridge Stock Option in accordance with Section 1.5(b) hereof. (b) At the Effective Time, each unvested Bridge Stock Option that is outstanding and unexercised immediately prior to the Effective Time, shall, by PNFP virtue of the Merger and without any action on the part of the holder thereof, cease to represent a right to acquire shares of Bridge Common Stock and shall be converted automatically into an option to purchase a the number of shares of PNFP WAL Common Stock (rounded to the nearest whole shareeach, an “Adjusted Option”) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder): (i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of (x) the total number of shares of CAVB Bridge Common Stock subject to the CAVB such Bridge Stock Option immediately prior to the Effective Time and (y) 0.905 (the “Equity Award Exchange Ratio”), provided that with any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded down to the nearest next lower whole share; and (ii) The number of shares. Each Adjusted Option shall have an exercise price per share of PNFP WAL Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be (rounded up to the nearest whole cent) equal to (i) the per share exercise price for the shares of Bridge Common Stock subject to such Bridge Stock Option divided by (ii) the Equity Award Exchange Ratio. In Each Adjusted Option shall otherwise be subject to the case same terms and conditions applicable to the converted Bridge Stock Option under the applicable Bridge Stock Plan and the agreements evidencing grants thereunder, including as to vesting. Notwithstanding anything to the contrary in the foregoing, in all cases, the exercise price of, and the number of shares subject to, each Adjusted Option shall be determined as necessary to comply with Section 409A of the Code, and for any CAVB Bridge Stock Option to which Section 421 of the Code applies by reason of its qualification under Section any of Sections 422 through 424 of the Code, the conversion formula option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be adjusted, if necessary, determined in order to comply with Section 424(a) 424 of the Code. Except as otherwise provided hereinFor purposes of this Agreement, “Bridge Stock Plans” means the Assumed Bridge Bank Amended and Restated 2001 Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB Stock Options immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the CAVB Stock Plans or other CAVB Benefit Option Plan, as defined belowamended, or in and the Bridge Capital Holdings 2006 Equity Incentive Plan, and any award other agreement thereunder by reason providing for the grant of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB shall be deemed to be references to PNFPoptions. (b) PNFP has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Common Stock subject to the Assumed Stock Options and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.

Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB First National Bankshares Common Stock (each a "CAVB “First National Bankshares Stock Option"”) issued granted pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB First National Bankshares Disclosure Schedule (the "CAVB “First National Bankshares Stock Plans"”) to any current or former employee or director of, or consultant to, CAVB First National Bankshares or any of its Subsidiaries, as defined below, Subsidiaries shall be assumed by PNFP Fifth Third and shall be converted automatically into an option to purchase a number of shares of PNFP Fifth Third Common Stock (rounded to the nearest whole share) (an "“Assumed Stock Option"”) at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB First National Bankshares Stock Plans and the agreements evidencing the options grants thereunder): (i) The number of shares of PNFP Fifth Third Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB First National Bankshares Common Stock subject to the CAVB First National Bankshares Stock Option and the Exchange Ratio, provided that any fractional shares of PNFP Fifth Third Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Fifth Third Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB First National Bankshares Common Stock under the CAVB First National Bankshares Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB First National Bankshares Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB First National Bankshares Stock Options immediately prior to the Effective Time (but taking into account any non-discretionary changes thereto, including the acceleration of vesting thereof, thereto provided for in the CAVB First National Bankshares Stock Plans or other CAVB First National Bankshares Benefit Plan, as Plan (defined below, ) or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB First National Bankshares shall be deemed to be references to PNFPFifth Third. (b) PNFP At the Effective Time, each right of any kind, contingent or accrued, to receive shares of First National Bankshares Common Stock or benefits measured by the value of a number of shares of First National Bankshares Common Stock, and each award of any kind consisting of shares of First National Bankshares Common Stock, granted under the First National Bankshares Stock Plans or any other First National Bankshares Benefit Plan (including restricted stock, restricted stock units, performance stock units, deferred stock units, phantom stock and dividend equivalents), other than First National Bankshares Stock Options (each, a “First National Bankshares Stock-Based Award”), whether vested or unvested, which is outstanding or unsatisfied immediately prior to the Effective Time, shall cease to represent a right or award with respect to shares of First National Bankshares Common Stock and shall be converted, at the Effective Time, into a right or award with respect to shares of Fifth Third Common Stock (an “Assumed Stock-Based Award”), on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable under the First National Bankshares Stock-Based Awards (but taking into account any non-discretionary changes thereto provided for in the First National Bankshares Stock Plans or other First National Bankshares Benefit Plan or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby). The number of shares of Fifth Third Common Stock subject to each such Assumed Stock-Based Award shall be equal to the number of shares of First National Bankshares Common Stock subject to the First National Bankshares Stock-Based Award, multiplied by the Exchange Ratio (rounded to the nearest whole share of Fifth Third Common Stock). All dividend equivalents credited to the account of each holder of a First National Bankshares Stock-Based Award as of the Effective Time shall remain credited to such holder’s account immediately following the Effective Time, subject to adjustment in accordance with the foregoing. (c) Fifth Third represents and warrants that it has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Fifth Third Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP Fifth Third shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Fifth Third Common Stock subject to the Assumed Stock Options and the Assumed Stock-Based Awards and shall use its reasonable best efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding. (d) First National Bankshares represents and warrants that it has taken such action as is necessary to amend the First National Bankshares Dividend Reinvestment Plan (the “First National Bankshares DRIP”) to eliminate or suspend, pending the consummation of the Merger, the right of any participant to make a new election, or increase an existing election, to purchase additional shares of First National Bankshares Common Stock under the First National Bankshares DRIP other than upon a dividend reinvestment; provided, however, that those participants who made such an election prior to August 1, 2004 shall be permitted to purchase additional shares of First National Bankshares Common Stock under the First National Bankshares DRIP pursuant to such existing election. Prior to the Effective Time and within five (5) business days of the anticipated Effective Time, First National Bankshares will take such action as is necessary to provide no additional shares of First National Bankshares Common Stock will be purchased under the First National Bankshares DRIP. Immediately prior to and effective as of the Effective Time and subject to the consummation of the Merger, First National Bankshares shall terminate the First National Bankshares DRIP.

Options and Other Stock-Based Awards. (a) Effective as of At the Effective Time, each then outstanding option to purchase shares of CAVB Company Common Stock (each a "CAVB “Company Stock Option"”) issued pursuant whether granted under the Company’s Equity Incentive Plan, (the “Company Equity Plan”) that is outstanding and unexercised immediately prior to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule (the "CAVB Stock Plans") to any current Effective Time, whether or former employee not then vested or director of, or consultant to, CAVB or any of its Subsidiaries, as defined belowexercisable, shall be assumed by PNFP Buyer and shall become fully vested in accordance with their terms and converted into a stock option (an “Assumed Option”) to acquire shares of Buyer Common Stock in accordance with this Section 2.8(a). Each such Assumed Option as so assumed and converted shall continue to have, and shall be converted automatically into an option to purchase a number of shares of PNFP Common Stock (rounded to the nearest whole share) (an "Assumed Stock Option") at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder): (i) The number of shares of PNFP Common Stock to be subject to the Assumed Stock Option shall be equal to the product of the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Exchange Ratioto, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable applied to the corresponding CAVB Company Stock Options Option immediately prior to the Effective Time (but but, taking into account any changes or adjustments thereto, including the acceleration of any necessary changes or adjustments to any performance vesting thereofprovisions, provided for in the CAVB Stock Plans or other CAVB Benefit Company Equity Plan, as defined below, or in any award agreement thereunder or in such Company Stock Option by reason of this Agreement or the transactions contemplated hereby); provided. As of the Effective Time, however, that references to CAVB each such Assumed Option as so assumed and converted shall be deemed for that number of whole shares of Buyer Common Stock (rounded down to be references the nearest whole share) equal to PNFP. the product of (bi) PNFP has taken all corporate action necessary to reserve for issuance a sufficient the number of shares of PNFP Company Common Stock upon subject to such Company Stock Option and (ii) the Exchange Ratio, at an exercise price per share of Buyer Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Company Common Stock of such Company Stock Option by (y) the Exchange Ratio. At all times after the Effective Time, the Buyer shall reserve for issuance such number of shares of Buyer Common Stock as necessary to permit the exercise of the Assumed Options in a manner consistent with terms and conditions as applied to the Company Stock OptionsOption immediately prior to the Effective Time. On or as soon as practicable following Shares of Buyer Common Stock issuable upon exercise of the Closing Date (Assumed Options shall be covered by an effective registration statement on Form S-8, and in no event more than five business days after the Closing Date), PNFP Buyer shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under Form S-8 covering such shares as soon as practicable after the Securities Act Effective Time, but in no event later than five business days thereafter. (defined belowb) At the Effective Time, all outstanding restricted stock units with respect to the issuance of the shares of PNFP Company Common Stock (the “Company RSUs”) under any Company Equity Plan that are outstanding immediately prior to the Effective Time shall fully vest (with any performance-based vesting condition applicable to each Company RSU deemed satisfied) and shall be converted to the right to receive the Merger Consideration in accordance with this Article II. (c) Not later than the Closing Date, the Company shall deliver to the holders of Company Stock Options any required notices setting forth such holders’ rights pursuant to the relevant Company Equity Plan and award documents and stating that such Company Stock Options, have been assumed by Buyer and shall continue in effect on the same terms and conditions (subject to the Assumed Stock Options adjustments required by this Section 2.8 after giving effect to the Merger and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status terms of the prospectus relevant Company Equity Plan). (d) The Company and the Board of Directors of the Company (the “Company Board”) (or, if appropriate, any committee thereof administering the Company Equity Plan) shall adopt such resolutions or prospectuses contained therein) for so long as take such equity awards remain outstandingother necessary or appropriate actions in order to effect the foregoing provisions of this Section 2.8.

Options and Other Stock-Based Awards. (ai) Effective as of The Purchaser, the Company and WFS shall take all actions necessary to provide that each Company Stock Option that is outstanding immediately prior to the Parent Effective Time, other than Non-Assumed Options (collectively, “Assumed Company Stock Options”) and each then WFS Stock Option that is outstanding option to purchase shares of CAVB Common Stock (each a "CAVB Stock Option") issued pursuant immediately prior to the equity-based compensation plans identified in Section 4.11 of the CAVB Disclosure Schedule Subsidiary Effective Time (the "CAVB collectively, “Assumed WFS Stock Plans") to any current Options”), whether or former employee not then exercisable or director of, or consultant to, CAVB or any of its Subsidiaries, as defined belowvested, shall be assumed by PNFP the Purchaser as of the Parent Effective Time or the Subsidiary Effective Time, as applicable. As of the Parent Effective Time, each Assumed Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. All unvested Non-Assumed Options shall fully accelerate immediately prior to the Parent Effective Time. As of the Subsidiary Effective Time, each Assumed WFS Stock Option shall cease to represent a right to acquire shares of WFS Common Stock and shall be converted automatically into an option to purchase Purchaser Shares in an amount, at an exercise price and subject to such terms and conditions determined as provided below. Each Assumed Company Stock Option and each Assumed WFS Stock Option assumed by Purchaser as provided herein shall be subject to, and exercisable and vest in accordance with, the same terms and conditions as under the Company Stock Plans or the WFS Stock Plan, as applicable, and the applicable option and other related agreements issued thereunder, except that: (1) each Assumed Company Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP Company Common Stock (that were subject to the Assumed Company Stock Option immediately before the Parent Effective Time by the Parent Exchange Ratio, rounded down to the nearest whole share) (an "Assumed Stock Option") , at an exercise price determined as provided below per Purchaser Share equal to (and A) the per share exercise price for the shares of Company Common Stock otherwise subject purchasable pursuant to such Assumed Company Stock Option immediately before the Parent Effective Time divided by (B) the Parent Exchange Ratio, rounded up to the terms of the CAVB Stock Plans and the agreements evidencing the options thereunder):nearest cent. (i2) The each Assumed WFS Stock Option shall be exercisable for, and represent the right to acquire, Purchaser Shares, with the number of Purchaser Shares determined by multiplying the number of unexercised shares of PNFP WFS Common Stock to be that were subject to the Assumed WFS Stock Option shall be equal to immediately before the product of Subsidiary Effective Time by the number of shares of CAVB Common Stock subject to the CAVB Stock Option and the Subsidiary Exchange Ratio, provided that any fractional shares of PNFP Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and, at an exercise price per Purchaser Share equal to (A) the per share exercise price for the shares of WFS Common Stock otherwise purchasable pursuant to such Assumed WFS Stock Option immediately before the Subsidiary Effective Time divided by (B) the Subsidiary Exchange Ratio, rounded up to the nearest cent. Following the assumption of the Assumed Company Stock Options and the Assumed WFS Stock Options, all references to the Company in the Assumed Company Stock Options and the Company Stock Plan and all references to WFS in the Assumed WFS Stock Options and the WFS Stock Plans shall be deemed to refer to the Purchaser. (ii) The exercise price per share of PNFP Common Stock under the Assumed Stock Option shall be equal to the exercise price per share of CAVB Common Stock under the CAVB Stock Option divided by the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Assumed Company Stock Option to Options or Assumed WFS Stock Options which Section 421 of the Code applies by reason of its qualification under are “incentive stock options” (as defined in Section 422 of the Code), the conversion formula exercise price, the number of shares purchasable pursuant to such options and the terms and conditions of exercise of such options shall be adjusted, if necessary, determined in order to comply with Section 424(a) of the CodeCode and to avoid a “modification” of any such option under Code Section 424(h). Except as otherwise provided hereinIn all events, the Assumed Company Stock Options and Assumed WFS Stock Options shall be converted into options to purchase Purchaser Shares in such a manner as to be compliant with Section 409A of the Code. (iii) Each Non-Assumed Option that is outstanding as of the Parent Effective Time shall be canceled as of the Parent Effective Time and, subject to the receipt of any necessary consents, each holder of such canceled option shall be entitled to receive in consideration for such cancellation that number of Purchaser Shares equal to the product of (x) the Parent Exchange Ratio and (y) a number equal to the difference (if positive) between (A) the number of shares of Company Common Stock that would have been issued under the Non-Assumed Option had such option been exercised in full immediately prior to the Parent Effective Time less (B) the number of shares of Company Common Stock with an aggregate fair market value equal to the exercise price of such shares, with the fair market value of each such share determined by using the 4:00 p.m. (New York time) closing price for a share of Company Common Stock on the NYSE as reported by The Wall Street Journal for the last NYSE trading day immediately preceding the date on which the Parent Effective Time occurs. (iv) As of the Parent Effective Time, each restricted share of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Incentive Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the “Company Restricted Shares”) shall, by virtue of the Parent Merger and without any action on the part of the holder thereof, be converted into the right to receive, on the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable applied to the corresponding CAVB Stock Options each such Company Restricted Share immediately prior to the Parent Effective Time (but including, in the case of Purchaser Shares received in respect of each Company Restricted Share, the same transfer restrictions taking into account any changes theretoaccelerated vesting of such Company Restricted Share in accordance with the terms thereof), including a number of restricted Purchaser Shares in an amount equal to the acceleration number of vesting thereof, provided for in such Company Restricted Shares multiplied by the CAVB Parent Exchange Ratio (rounded down to the nearest whole share) (the “Purchaser Restricted Stock Plans or other CAVB Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated herebyRight”); provided, however, that references that, upon the lapsing of restrictions with respect to CAVB each such Purchaser Restricted Stock Right in accordance with the terms applicable to the corresponding Company Restricted Share immediately prior to the Parent Effective Time, the Purchaser shall be deemed entitled to deduct and withhold such amounts as may be required to be references deducted and withheld under the Code and any applicable state or local tax law with respect to PNFPthe lapsing of such restrictions; provided, further, that, in the case of any Company Restricted Shares, the number of Purchaser Shares subject to such award shall be determined in a manner as to be compliant with the requirements of Section 409A of the Code. (bv) PNFP has taken all corporate As of the Parent Effective Time, each restricted share unit with respect to shares of Company Common Stock granted to any employee or director of the Company or any of its Subsidiaries under the Company Stock Plan that is outstanding immediately prior to the Parent Effective Time (collectively, the “Company RSUs”) shall, by virtue of the Parent Merger and without any action necessary on the part of the holder thereof, be converted into a restricted share unit, on the same terms and conditions as applied to reserve for issuance a sufficient each such Company RSU immediately prior to the Parent Effective Time (taking into account any accelerated vesting of such Company RSU in accordance with the terms thereof), with respect to the number of Purchaser Shares that is equal to the number of shares of PNFP Common Stock upon the exercise of the Assumed Stock Options. On or as soon as practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Company Common Stock subject to the Assumed Stock Options and Company RSU immediately prior to the Parent Effective Time multiplied by the Parent Exchange Ratio (rounded down to the nearest whole share) (a “Purchaser RSU”); provided, however, that, in the case of any Company RSU, the number of Purchaser Shares subject to such award shall use its reasonable efforts consistent be determined in a manner as to be compliant with customary industry standards to maintain the effectiveness requirements of such registration statement or registration statements (and maintain the current status Section 409A of the prospectus Code. (vi) As soon as practicable after the Parent Effective Time and the Subsidiary Effective Time, as applicable, the Purchaser shall deliver to each holder of Company Stock Options, WFS Stock Options, Company Restricted Shares or prospectuses contained thereinCompany RSUs an appropriate notice setting forth such holder’s rights pursuant thereto after giving effect to the adjustments required by this Section 2.5(f). (vii) for Each of the Company and WFS shall, at or prior to the Parent Effective Time or Subsidiary Effective Time, as applicable, take all necessary actions so long that, immediately following the Parent Effective Time or the Subsidiary Effective Time, as such equity awards remain outstandingapplicable, none of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation is or will be bound by the Company Stock Plans, the WFS Stock Plan, any Company Stock Option, any WFS Stock Option or any other options, warrants, rights or agreements that would entitle any Person, other than the Purchaser or its Affiliates, to own any capital stock of the Company, WFS, the Parent Surviving Corporation or the Subsidiary Surviving Corporation or to receive any payment in respect thereof, except as otherwise provided herein.

Options and Other Stock-Based Awards. (a) Effective as of the Effective Time, each then outstanding option to purchase shares of CAVB Target Common Stock (each a "CAVB “Target Stock Option"”) and stock appreciation right to be settled in shares of Target Common Stock (each a “Target SAR”) issued pursuant to the equity-based compensation plans identified in Section 4.11 of the CAVB Target Disclosure Schedule (the "CAVB “Target Stock Plans"”) to any current or former employee or director of, or consultant to, CAVB Target or any of its Subsidiaries, as defined below, shall be assumed by PNFP Acquiror and shall be converted automatically into an option to purchase a number of shares of PNFP Acquiror Common Stock (rounded to the nearest whole share) in the case of a Target Stock Option (an "“Assumed Stock Option"”) or a stock appreciation right to be settled in shares of Acquiror Common Stock (rounded to the nearest whole share) in the case of a stock appreciation right (an “Asssumed SAR”) as the case may be, at an exercise price determined as provided below (and otherwise subject to the terms of the CAVB Target Stock Plans and the agreements evidencing the options or stock appreciation rights thereunder): (i) The number of shares of PNFP Acquiror Common Stock to be subject to the Assumed Stock Option or Assumed SAR shall be equal to the product of the number of shares of CAVB Target Common Stock subject to the CAVB Target Stock Option or Target SAR, as the case may be, and the Exchange Ratio, provided that any fractional shares of PNFP Acquiror Common Stock resulting from such multiplication shall be rounded to the nearest whole share; and (ii) The exercise price per share of PNFP Acquiror Common Stock under the Assumed Stock Option shall be equal to (A) the exercise price per share of CAVB Target Common Stock under the CAVB Target Stock Option less the Cash Consideration per share, divided by (B) the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. The exercise price per share of Acquiror Common Stock under the Assumed SAR shall be equal to (A) the exercise price per share of the Target Common Stock under the Target SAR less the Cash Consideration per share, divided by (B) the Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. In the case of any CAVB Target Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as otherwise provided herein, the Assumed Stock Options and Assumed SARs shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the corresponding CAVB Target Stock Options or Target SARs immediately prior to the Effective Time (but taking into account any changes thereto, including the acceleration of vesting thereof, provided for in the CAVB Target Stock Plans or other CAVB Target Benefit Plan, as defined below, or in any award agreement thereunder by reason of this Agreement or the transactions contemplated hereby); provided, however, that references to CAVB Target shall be deemed to be references to PNFPAcquiror. (b) PNFP Acquiror has taken all corporate action necessary to reserve for issuance a sufficient number of shares of PNFP Acquiror Common Stock upon the exercise of the Assumed Stock OptionsOptions and Assumed SARs. On or as As soon as reasonably practicable following the Closing Date (and in no event more than five business days after the Closing Date), PNFP Acquiror shall file a registration statement on an appropriate form or a post-effective amendment to a previously filed registration statement under the Securities Act (defined below) with respect to the issuance of the shares of PNFP Acquiror Common Stock subject to the Assumed Stock Options and Assumed SARs and shall use its reasonable efforts consistent with customary industry standards to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such equity awards remain outstanding.