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

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, shall become a vested right to receive the Merger Consideration in accordance with Section 1.4(a) and subject to Section 2.1, and, as to Target Restricted Stock Units, as if the holders thereof were immediately prior to the Effective Time holders of Target Common Stock. (c) 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 necessary actions to 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 use by holders of outstanding options to purchase Target Common Stock 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 Election Deadline with respect to the Target Common Stock underlying such options (to the extent an Exercise Election is made) and the Target Restricted Stock.

Options and Other Stock-Based Awards. (a) Immediately prior to the Effective Time, each outstanding and unexercised Each option granted by Target to purchase Target Company Common Stock shall become fully vested (collectively, the "Options") granted under the Bancorp Rhode Island, Inc. Amended and exercisable. Each holder thereof may elect to exercise any such option in accordance with Restated 2002 Equity Incentive Plan, its predecessor plan, the other terms thereof Amended and Restated Bancorp Rhode Island, Inc. 1996 Incentive and Nonqualified Stock Option Plan, and the Amended and Restated Bancorp Rhode Island, Inc. Non-Employee Directors Stock Plan, as amended (an “Exercise Election”collectively, the "Company Option Plans"), contingent on the consummation of the Mergerwhether vested or unvested, 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 which is outstanding immediately prior to the Effective Time for purposes of Section 1.4 and Section 2.1. If the Merger is which has not completedbeen exercised or canceled prior thereto shall, any options for which an Exercise Election has been made will remain outstanding, subject to their respective original vesting schedules. At at the Effective Time, any outstanding and unexercised option for which an Exercise Election has not been made shall be canceled and and, as of the Effective Time, the Company shall pay to the holder thereof cash in exchange for such cancellation the optionee shall receive an amount of cash, without interest, equal to the product of (i) the excess number of shares of Company Common Stock provided for in such Option and (Aii) the per share excess, if any, of the Cash Consideration over (B) the exercise price per share of such option and (ii) the number of shares of Target Company Common Stock subject to provided for in such option (the “Cash Out Amount”)Option, which cash payment shall be treated as compensation made without interest and shall be net of any all applicable federal or state withholding taxtaxes. At the Effective Time, the Company Option Plans shall terminate and the provisions in any option other plan, program or arrangement providing for which no Exercise Election is made the exercise price per share issuance or grant of which exceeds any other interest in respect of the per share Cash Consideration capital stock of the Company shall be cancelled without payment and of no further force or effectand effect and shall be deemed to be deleted. The Company shall take all actions necessary in order to effect the provisions of this Section 2.8, including, without limitation, seeking all necessary approvals and providing any notices required under the Company Option Plans. (b) As of the Effective Time, all restricted stock awards granted under the Company Option Plans (other than any performance shares, which shall be treated pursuant to Section 2.8(c) below) shall vest in full so as to no longer be subject to any forfeiture or vesting requirements, and all such shares of Target Restricted Stock and all grants in the form of “restricted stock units” made by the Target which are convertible into Target Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including, without limitation, for purposes of the right to receive Election Forms and to make elections and receive the Merger Consideration with respect thereto. (“Target Restricted Stock Units”c) As of the Effective Time, each performance share award granted to any employee of the Company or any of its Subsidiaries (as defined in Section 9.3) under the Company Option Plans that are is outstanding immediately prior to the Effective Time shall be cancelled and, as of the Effective Time, the Company shall pay to the holder thereof cash in an amount equal to the product of (i) the Cash Consideration, multiplied by (ii) the number of performance shares earned in accordance with the terms governing such award as of the Effective Time based on performance calculated through the last day of the calendar quarter ending immediately prior to the Effective Time, which cash payment shall be made without interest and shall be net of all applicable withholding taxes; provided, however, that for purposes of determining whether such performance shares have been earned, the Company's earnings per share shall be calculated without deduction for any Transaction Related Expenses (as defined in the next sentence). For purposes of the Effective Timeprevious sentence, "Transaction Related Expenses" shall become a vested right to receive the Merger Consideration in accordance with Section 1.4(amean (i) and subject to Section 2.1, and, as to Target Restricted Stock Units, as if the holders thereof were immediately prior any expense attributable to the Effective Time holders acceleration of Target Common Stockvesting of restricted stock awards after the date hereof and (ii) any attorney's fees, investment banking fees, accounting fees, consulting fees and other costs or expenses incurred by the Company or the Company Bank proximately in connection with the negotiation, execution, delivery and performance of this Agreement. (c) 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 necessary actions to 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 use by holders of outstanding options to purchase Target Common Stock 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 Election Deadline with respect to the Target Common Stock underlying such options (to the extent an Exercise Election is made) and the Target Restricted Stock.

Options and Other Stock-Based Awards. (a) Immediately prior Prior to the Effective Time, each holder of an outstanding, vested and unexercised option to purchase Bridge Common Stock granted under the Bridge Stock Plans (defined below) and each holder of an outstanding and unexercised option granted by Target that will become vested coincident with or immediately prior to purchase Target Common the Effective Time in accordance with the terms in effect under the agreements and arrangements listed in Section 1.5 of the Bridge Disclosure Schedule (other than any requirement of separation from service) (each, a “Bridge Stock shall become fully vested and exercisable. Each holder thereof Option”) 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 shall receive, for any shares of Target Bridge Common Stock acquired in such election, Cash Consideration, Stock the Merger Consideration or a combination thereof in accordance with Section 1.4 and subject to Section 2.11.4. In the event of any such Exercise Election, all shares of Target 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 and Section 2.11.4. 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 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 per share Cash Consideration Closing Price over (B) the exercise price per share of such option and (ii) the number of shares of Target 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 applicable federal or state withholding tax. At the Effective Time, any outstanding, vested and unexercised option for which no an Exercise Election is has not been made the exercise price per share of which exceeds the per share Cash Consideration Closing Price shall be cancelled without payment converted automatically into an Adjusted Option (defined below), and of no further force or effectshall be treated in the same manner as an unvested Bridge Stock Option in accordance with Section 1.5(b) hereof. (b) As of At the Effective Time, all shares of Target Restricted each unvested Bridge Stock Option that is outstanding 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 unexercised immediately prior to the Effective Time, as shall, by virtue of the Effective TimeMerger and without any action on the part of the holder thereof, shall become cease to represent a vested right to receive acquire shares of Bridge Common Stock and shall be converted automatically into an option to purchase the Merger Consideration in accordance with Section 1.4(anumber of shares of WAL Common Stock (each, an “Adjusted Option”) and equal to the product of (x) the total number of shares of Bridge Common Stock subject to Section 2.1, and, as to Target Restricted such Bridge Stock Units, as if the holders thereof were Option immediately prior to the Effective Time holders and (y) 0.905 (the “Equity Award Exchange Ratio”), with any fractional shares rounded down to the next lower whole number of Target shares. Each Adjusted Option shall have an exercise price per share of WAL Common Stock. Stock (crounded up to the nearest whole cent) The Western Liberty Bancorp 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. Each Adjusted Option shall otherwise be subject to the 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 Bridge Stock Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424 of the Code. For purposes of this Agreement, “Bridge Stock Plans” means the Bridge Bank Amended and Restated 2001 Stock Option Plan, as amended, and the Bridge Capital Holdings 2006 Equity Incentive 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 necessary actions to accomplish the foregoingoptions. (d) WAL shall prepare a form substantially similar to the Form of Election (with such modifications as WAL shall reasonably deem appropriate) for use by holders of outstanding options to purchase Target Common Stock 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 Election Deadline with respect to the Target Common Stock underlying such options (to the extent an Exercise Election is made) and the Target Restricted Stock.