Common use of Options and Restricted Shares Clause in Contracts

Options and Restricted Shares. (a) At or immediately prior to the Effective Time, the Company shall (i) terminate the Equity Compensation Plans, and any relevant award agreements applicable to the Equity Compensation Plans, (ii) cancel each Option that is then outstanding and unexercised, whether or not vested or exercisable and (iii) cancel each Restricted Share that is then outstanding. (b) Each former holder of any Option, whether vested or unvested, that is cancelled at the Effective Time shall, in exchange thereof, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time (without interest), a cash amount equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price of such Option and (ii) the number of Shares underlying such Option; provided that if the Exercise Price of any such Option is equal to or greater than the Per Share Merger Consideration, such Option shall be cancelled without any payment therefor. (c) Each former holder of any Restricted Shares, whether vested or unvested, that were outstanding as of immediately prior to the Effective Time, shall, in exchange for all such shares, be issued by the Surviving Company, at the Effective Time, the number of Surviving Company RS equal to such holder’s Rollover RS Portion; provided that any fractional Surviving Company RS resulting from such calculation shall be rounded down to the nearest whole share. The terms and conditions of the Surviving Company RS shall otherwise remain the same as the terms and conditions of the Restricted Shares exchanged therefor. (d) Any payment under this ‎Section 2.04 shall be subject to all applicable Taxes and tax withholding requirements, and each former holder of any Option and/or Restricted Share shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this ‎Section 2.04. (e) As promptly as reasonably practicable following the date hereof, the Company shall deliver written notice to each holder of Options and/or Restricted Shares, informing such holder of the effect of the Merger on their Options and/or Restricted Shares. Prior to the Effective Time, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions which are reasonably necessary, including, if necessary, obtaining the consent of the individual holders of Options and/or Restricted Shares, or making any amendments to the terms of the Equity Compensation Plans and/or the award agreements thereunder to give effect to the transactions contemplated by this ‎Section 2.04, including the approval and adoption of the New Equity Compensation Plan. Notwithstanding any other provision of this ‎Section 2.04, payment may be withheld in respect of any Option or Restricted Share until any such necessary consents are obtained.

Options and Restricted Shares. (a) At Immediately prior to the Redemption, Hydrocarbon shall cause all outstanding Hydrocarbon Stock Options heretofore granted, regardless of whether or not vested or exercisable at the Effective Time, to be deemed exercised and each holder of an outstanding Hydrocarbon Stock Option, for purposes of this Agreement, shall be treated as of the Redemption, which shall occur immediately prior to the Effective Time, the Company shall as holding a number of shares of Hydrocarbon Common Stock equal to (i) terminate the Equity Compensation Plans, and any relevant award agreements applicable number of shares of Hydrocarbon Common Stock subject to the Equity Compensation Plans, such Hydrocarbon Stock Option minus (ii) cancel each a number of shares of Hydrocarbon Common Stock that are equal in value, as determined as of the Effective Time, to (A) (x) the exercise price of such Hydrocarbon Stock Option that is then outstanding and unexercised, whether times (y) the number of shares of Hydrocarbon Common Stock subject to such Hydrocarbon Stock Option plus (B) such amounts as are required to be withheld or not vested or exercisable and (iii) cancel each Restricted Share that is then outstandingdeducted by Law with respect to the exercise of such Hydrocarbon Stock Options. (b) Each former holder At the Effective Time, all outstanding shares of any Option, whether vested or unvested, that is cancelled Hydrocarbon Restricted Stock heretofore granted shall cease to represent shares of Hydrocarbon Restricted Stock and shall be assumed by Energy Partners and converted into Energy Partners Phantom Units at the Effective Time shallExchange Ratio. Any fractional Energy Partners Phantom Unit shall be rounded up to the nearest whole Energy Partners Phantom Unit. Each share of Hydrocarbon Restricted Stock so assumed and converted shall be subject to, in exchange thereofand shall vest upon, be paid by the Surviving Company or one terms and conditions that are the same as those currently applicable to the shares of its Subsidiaries, as soon as practicable Hydrocarbon Restricted Stock. Promptly after the Effective Time (without interest)Time, Energy Partners will provide each holder of shares of Hydrocarbon Restricted Stock with a cash amount equal to notice describing the product of (i) the excess, if any, of the Per Share Merger Consideration over the Exercise Price assumption and conversion of such Option and (ii) the number of Shares underlying such Option; provided that if the Exercise Price of any such Option is equal to or greater than the Per Share Merger Consideration, such Option shall be cancelled without any payment thereforshares. (c) Each former holder With the exception of those Persons who hold shares of Hydrocarbon Restricted Stock, no Person shall have any right under any plan, program, agreement or arrangement with respect to Hydrocarbon Common Stock, or for the issuance or grant of any Restricted Sharesright of any kind, whether vested contingent or unvestedaccrued, that were outstanding as to receive benefits measured by the value of immediately prior to a number of shares of Hydrocarbon Common Stock at and after the Effective Time, shall, in exchange for all such shares, be issued by the Surviving Company, at the Effective Time, the number of Surviving Company RS equal to such holder’s Rollover RS Portion; provided that any fractional Surviving Company RS resulting from such calculation shall be rounded down to the nearest whole share. The terms and conditions of the Surviving Company RS shall otherwise remain the same as the terms and conditions of the Restricted Shares exchanged therefor. (d) Any payment under this ‎Section 2.04 shall be subject to all applicable Taxes and tax withholding requirements, and each former holder of any Option and/or Restricted Share shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this ‎Section 2.04. (e) As promptly as reasonably practicable following the date hereof, the Company shall deliver written notice to each holder of Options and/or Restricted Shares, informing such holder of the effect of the Merger on their Options and/or Restricted Shares. Prior to the Effective Time, the Company Board or the compensation committee of the Company Board, as applicable, shall pass any resolutions and take any actions which are reasonably necessary, including, if necessary, obtaining the consent of the individual holders of Options and/or Restricted Shares, or making any amendments to the terms of the Equity Compensation Plans and/or the award agreements thereunder to give effect to the transactions contemplated by this ‎Section 2.04, including the approval and adoption of the New Equity Compensation Plan. Notwithstanding any other provision of this ‎Section 2.04, payment may be withheld in respect of any Option or Restricted Share until any such necessary consents are obtained.ARTICLE IV

Options and Restricted Shares. (a) At The Company shall amend, or immediately prior cause to be amended, to the extent necessary to accomplish the actions contemplated by this Section 6.04, any stock option plan and any other program or arrangement pursuant to which there are holders of options to purchase shares granted by the Company or stock appreciation rights with respect to shares of Company Common Stock (each, an “Option”) (collectively, the “Stock Option Plans”) to provide that, at the Effective Time, each director of the Company shall (i) terminate the Equity Compensation Plans, and any relevant award agreements applicable to the Equity Compensation Plans, (ii) cancel each who is a holder of an Option with an exercise price per share that is then outstanding and unexercised, less than the Merger Consideration (a “Director In-the-Money Option”) (whether or not vested or exercisable and (iiivested) cancel each Restricted Share that is then outstanding. (b) Each former holder shall receive from the Surviving Corporation, in settlement of any such Option, whether vested or unvested, that is cancelled at the Effective Time shall, in exchange thereof, be paid by the Surviving Company or one of its Subsidiaries, as soon as practicable after the Effective Time a “Cash Amount” (without interest), a cash amount less any applicable withholding taxes) equal to the product of (i) the excess, if any, of amount by which the Per Share Merger Consideration over exceeds the Exercise Price of such Option exercise price, and (ii) the number of Shares underlying shares with respect to which the Option had not been exercised prior to the Effective Time. The Aggregate of all such Option; provided that if Cash Amounts is referred to herein as the Exercise Price “Aggregate Option Consideration”. The Company shall cause the Stock Option Plans and any other related documents pursuant to which Options have been granted to be amended so that, without cost or expense to the Company, each Option held by a director shall terminate as of any such Option is equal to or greater than the Per Share Merger Consideration, such Option shall be cancelled without any payment thereforEffective Time. (cb) Each former holder The Company shall provide notice to participants in the Stock Option Plans and other holders of any Restricted Shares, whether Options to purchase shares of Company Common Stock granted by the Company that the Company proposes to merge into another corporation; that the participant under the plans or programs may exercise his vested or unvested, Options in full with respect to shares not theretofore purchased by him prior to the Effective Time; and that were outstanding as of immediately the plans and programs have been amended to provide that to the extent a participant does not exercise his vested Options prior to the Effective Time, such Options (other than Options terminated pursuant to Section 6.04(a)) shall be replaced by Parent with a substitute option to purchase shares of Parent Common Stock (a “Substitute Option”) as set forth in Section 6.04(c). (c) At the Effective Time, each then outstanding Option that is not held by a director shall be replaced by Parent with a Substitute Option, in an amount and at an exercise price as determined in accordance with this Section 6.04(c). Parent shall, in exchange for all such sharesits sole discretion, either (i) file with the SEC a registration statement on Form S-8 or other appropriate form (the “Stock Plan Registration Statement”) to register the shares of Parent Common Stock issuable upon the exercise of the Substitute Options and use its reasonable efforts to cause the Stock Plan Registration Statement to be issued by the Surviving Company, effective at the Effective Time, or (ii) issue shares of Parent Common Stock under an existing registration statement upon the exercise of the Substitute Options. Each Substitute Option by which any Option is replaced pursuant to this Section 6.04(c) shall be subject to, and exercisable and vested on, comparable terms and conditions as such Option was in effect immediately prior to the Effective Time (provided, however, that vesting will be fully accelerated if the Surviving Corporation terminates the employment of such Substitute Option holder for any reason other than for Cause (as defined in Section 6.04(e)), or if the holder terminates his employment with the Surviving Corporation for Good Reason (as defined in Section 6.04(e)), except that each Substitute Option shall be exercisable for that number of Surviving Company RS equal to such holder’s Rollover RS Portion; provided that any fractional Surviving Company RS resulting from such calculation shall be shares of Parent Common Stock (rounded down to the nearest number of shares of Parent Common Stock on a holder-by-holder basis) equal to the number of shares of Company Common Stock subject to such Option multiplied by the Exchange Ratio (as defined below), at an exercise price (rounded up to the nearest whole sharepxxxx) per share of Parent Common Stock equal to the per share exercise price specified in such Option divided by the Exchange Ratio. The terms and conditions conversion of Options provided for in this Section 6.04(c) with respect to any Options which are intended to be “incentive stock options” (as such term is defined in Section 422 of the Surviving Company RS Code) shall otherwise remain the same as the terms and conditions be effected in a manner consistent with Section 424(a) of the Restricted Shares exchanged therefor. Code and Treas. Reg. 1.409A-1(b)(5)(v)(D). “Exchange Ratio” shall mean the quotient obtained by dividing (da) Any payment under this ‎Section 2.04 shall be subject to all applicable Taxes and tax withholding requirementsthe Merger Consideration by (b) the Volume Weighted Average Price. “Volume Weighted Average Price” means the quotient obtained by dividing (i) the sum of the product, and each former holder of any Option and/or Restricted Share shall be personally responsible for the proper reporting and payment of all Taxes related to any distribution contemplated by this ‎Section 2.04. (e) As promptly as reasonably practicable following the date hereof, the Company shall deliver written notice calculated with respect to each holder of Options and/or Restricted Shares, informing such holder of the effect trades of Parent Common Stock made on the Merger on their Options and/or Restricted Shares. Prior to Nasdaq Capital Market during the 10 consecutive Trading Days immediately preceding the Effective Time, of (x) the Company Board or price at which the compensation committee shares of Parent Common Stock are bought and sold in such trade and (y) the Company Boardnumber of shares of Parent Common Stock bought and sold in such trade, as applicable, shall pass any resolutions by (ii) the aggregate number of shares of Parent Common Stock bought and take any actions sold in all such trades. “Trading Day” means a day during which are reasonably necessary, including, if necessary, obtaining trading in securities generally occurs on the consent of the individual holders of Options and/or Restricted Shares, or making any amendments to the terms of the Equity Compensation Plans and/or the award agreements thereunder to give effect to the transactions contemplated by this ‎Section 2.04, including the approval and adoption of the New Equity Compensation Plan. Notwithstanding any other provision of this ‎Section 2.04, payment may be withheld in respect of any Option or Restricted Share until any such necessary consents are obtainedNasdaq Capital Market.