Common use of Options and Restricted Stock Clause in Contracts

Options and Restricted Stock. (a) With respect to all outstanding options to purchase Shares (the "COMPANY OPTIONS") granted under the Company's 1990 Stock Plan and 2000 Stock Incentive Plan (the "COMPANY OPTION PLANS") or otherwise, whether or not then vested, immediately prior to the consummation of the Offer, subject to the terms and conditions set forth below in this Section 1.8(a), each holder of a Company Option will be entitled to receive from the Company, and shall receive, in settlement of each Company Option a Cash Amount. The "CASH Amount" shall be equal to the net amount of (A) the product of (i) the excess, if any, of the Offer Price over the exercise price per share of such Company Option immediately prior to the consummation of the Offer, multiplied by (ii) the number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the Offer Price, the Cash Amount therefor shall be zero. Notwithstanding the foregoing, payment of the Cash Amount is subject to written acknowledgement, in a form reasonably acceptable to Purchaser, consenting to the foregoing arrangement and that no further payment is due to such holder on account of any Company Option and all of such holder's rights under such Company Options have terminated. (b) Immediately prior to the consummation of the Offer, except as provided in this Section 1.8, all rights under any Company Option and any provision of the Company Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall use reasonable efforts to ensure that, immediately prior to, as of and after the consummation of the Offer, except as provided in this Section 1.8, no person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Prior to the consummation of the Offer, the Company shall use reasonable efforts to cause to be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in such form reasonably acceptable to Purchaser, required under any of the Company Option Plans or any Company Options to give effect to the foregoing provisions of this Section 1.8. (d) The Company shall take all actions necessary to cause all shares of Restricted Stock of the Company to become fully vested immediately prior to the consummation of the Offer and shall make all required withholdings in connection therewith under applicable Tax Laws.

Options and Restricted Stock. (a) With respect to all At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any outstanding options to purchase Shares Option (the "COMPANY OPTIONS") granted under the Company's 1990 Stock Plan and 2000 Stock Incentive Plan (the "COMPANY OPTION PLANS") or otherwisehereinafter defined), whether vested or not then vestedunvested, exercisable or unexercisable, each Option that is outstanding and unexercised immediately prior to the consummation of the Offerthereto shall immediately and fully vest, and subject to the terms and conditions set forth below in this Section 1.8(a)1.8, each such Option shall terminate and be cancelled at the Effective Time and each holder of a Company an Option will be entitled to receive from the Company, and shall receivereceive as soon as practicable following the Effective Time, in settlement of each Company Option a Cash Amount. The "CASH “Cash Amount" ” shall be equal to the net amount of (A) the product of (i) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of such Company Option immediately prior to the consummation of the OfferOption, multiplied by (ii) the number of shares subject to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the Offer PriceMerger Consideration, the Cash Amount therefor shall be zero. Notwithstanding the foregoing, payment Payment of the Cash Amount is subject shall be communicated to written acknowledgement, each holder of Option(s) in a form reasonably acceptable to Purchaserwritten notice that has been approved by Parent from Target stating that, consenting to upon acceptance of the foregoing arrangement and Cash Amount, such holder understands that no further payment is due to such holder on account of any Company Option and all of such holder's ’s rights under such Company Options have terminated. (b) Immediately prior to the consummation of the Offer, except as provided . As used in this Section 1.8Agreement, all rights under “Option” means any Company Option option granted, and any provision not exercised, expired or terminated, to a current or former employee, director or independent contractor of the Company Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall use reasonable efforts to ensure that, immediately prior to, as of and after the consummation of the Offer, except as provided in this Section 1.8, no person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Prior to the consummation of the Offer, the Company shall use reasonable efforts to cause to be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in such form reasonably acceptable to Purchaser, required under any of the Company Option Plans Subsidiaries or any predecessor thereof to purchase shares of Company Options to give effect Common Stock pursuant to the foregoing provisions of this plans set forth in Section 1.8. (d1.8(a) The Company shall take all actions necessary to cause all shares of Restricted Stock of the Company Disclosure Letter, or any other stock option, stock bonus, stock award, or stock purchase plan, program, or arrangement of the Company or any of the Company Subsidiaries or any predecessor thereof (“Company Stock Plans”) or any other contract or agreement entered into by the Company or any of the Company Subsidiaries. All amounts payable hereunder to become fully vested immediately prior a holder of an outstanding Option shall be rounded to the consummation of the Offer and shall make all required withholdings in connection therewith under applicable Tax Lawsnearest cent.

Options and Restricted Stock. (a) With respect to all outstanding options Each option to purchase Shares Company Common Stock (collectively, the "COMPANY OPTIONS"“Options”) granted under the Company's 1990 Stock Plan and 2000 ’s 2006 Stock Incentive Plan (the "COMPANY OPTION PLANS") or otherwise“Company Equity Plan”), whether vested or not then vestedunvested, which is outstanding immediately prior to the consummation of Effective Time and which has not been exercised or canceled prior thereto shall, at the OfferEffective Time, subject be canceled and, on the Closing Date, Company or Company Bank shall pay to the terms and conditions set forth below holder thereof cash in this Section 1.8(a), each holder of a Company Option will be entitled to receive from the Company, and shall receive, in settlement of each Company Option a Cash Amount. The "CASH Amount" shall be an amount equal to the net amount of (A) the product of (i) the number of shares of Company Common Stock provided for in such Option and (ii) the excess, if any, of the Offer Price Per Share Merger Consideration over the exercise price per share of Company Common Stock provided for in such Option, which cash payment shall be made without interest and shall be net of all applicable withholding taxes. “Per Share Merger Consideration” shall be calculated by multiplying the Average Closing Price by the Exchange Ratio. (b) Notwithstanding the provisions of Section 2.06(a), in the event that a holder of Options (other than Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxx for whom all Options will be canceled and paid in accordance with Section 2.06(a)) so elects pursuant to a written election submitted to the Company at least one business day prior to the Closing Date (“Assumption Election”), which shall be in such form as shall be prescribed by the Company and reasonably satisfactory to Buyer, each Option held by such holder which is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Buyer Common Stock, and Buyer shall assume each Option, in accordance with the terms of the Company Equity Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Buyer, Buyer’s Board of Directors and the Compensation Committee of its Board of Directors shall be substituted for the Company, Company’s Board of Directors and the Compensation Committee of the Company’s Board of Directors, (ii) each Option assumed by Buyer may be exercised solely for shares of Buyer Common Stock, (iii) the number of shares of Buyer Common Stock subject to such Option shall be equal to the number of shares of Company Common Stock subject to such Option immediately prior to the consummation Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Buyer Common Stock resulting from such multiplication shall be rounded down to the nearest share, (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent, and (v) the termination provisions of such Option shall be amended to provide that such Option shall remain outstanding until the expiration date thereof, regardless of continuation of the Offerholder’s employment or other services to Buyer. Buyer and Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.06(b). (c) At least 30 days prior to the date of the Company Meeting, multiplied Company shall provide written notice to each holder of a then-outstanding Option (which shall be in such form as prescribed by the Company and reasonably satisfactory to Buyer) describing the holder’s right to make an Assumption Election, indicating that the Company will provide the holder with a calculation of the Average Closing Price four (4) Business Days prior to the Closing Date, and notifying each holder (i) that the vesting of all Options will accelerate upon approval of the Merger by the Company’s shareholders, and (ii) that all Options that remain unexercised as of close of business on the number of shares subject day prior to such Company Option, less (B) any applicable withholdings for Taxes. If the exercise price per share of any Company Option equals or exceeds the Offer Price, the Cash Amount therefor shall be zero. Notwithstanding the foregoing, payment Effective Date of the Cash Amount is subject to Merger for which no Assumption Election has been timely received will be cancelled as of the effective date of the Merger and the holders thereof will receive payment for such cancelled Option in accordance with the terms of Section 2.06(a). Such written acknowledgementnotice will disclose the tax ramifications of receiving payment in accordance with Section 2.06(a), in a form reasonably acceptable to Purchasermaking an Assumption Election, consenting and exercising the Option prior to the foregoing arrangement Closing Date, and that no further payment is due will request each holder of an Option who does not intend to such holder on account exercise his or her Options or to make an Assumption Election to provide a written acknowledgement of any Company Option and all the cancellation of such holder's rights under such Company Options have terminatedand payment in accordance with the terms of this Section 2.06. (bd) Immediately prior All unvested shares of restricted Company Common Stock awarded under the Company Equity Plan shall automatically vest in full upon the approval of the Merger by the Company’s shareholders according to the consummation terms governing such award as of the OfferEffective Time, except as provided in this Section 1.8to the extent not previously forfeited. At the Effective Time, all rights under any Company Option and any provision of the Company Option Plans Equity Plan shall terminate and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company of no further force and effect and shall use reasonable efforts to ensure that, immediately prior to, as of and after the consummation of the Offer, except as provided in this Section 1.8, no person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Prior to the consummation of the Offer, the Company shall use reasonable efforts to cause be deemed to be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in such form reasonably acceptable to Purchaser, required under any of the Company Option Plans or any Company Options to give effect to the foregoing provisions of this Section 1.8deleted. (d) The Company shall take all actions necessary to cause all shares of Restricted Stock of the Company to become fully vested immediately prior to the consummation of the Offer and shall make all required withholdings in connection therewith under applicable Tax Laws.

Options and Restricted Stock. (a) With respect As soon as practicable following the date of this Merger Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering the Company's Long-Term Incentive Plan and Non-Employee Director Stock Plan (collectively, the "Stock Plans")) shall adopt such resolutions or take such other actions as are required to provide for the cancellation of all outstanding options to purchase Shares issued under the Stock Plans (the "COMPANY OPTIONSCompany Options") granted under upon the Company's 1990 Stock Plan and 2000 Stock Incentive Plan (the "COMPANY OPTION PLANS") or otherwise, whether or not then vested, immediately prior to the consummation of the Offer, subject to the terms and conditions set forth below in this Section 1.8(a), each holder of a Company Option will be entitled to receive from the Company, and shall receiveEffective Time, in settlement exchange for a cash payment of each Company Option a Cash Amount. The "CASH Amount" shall be an amount equal to the net amount of (A) the product of (i) the excess, if any, of (x) the Offer Price Merger Consideration per share over (y) the exercise price per share of such Company Option immediately prior to the consummation of the OfferOption, multiplied by (ii) the number of shares of Class A Common Stock subject to such Company OptionOption for which such Company Option shall not theretofore have been exercised, less whether or not then vested and exercisable. Prior to the Effective Time, the Company shall use its commercially reasonable efforts to (A) obtain any consents from holders of Company Options, and (B) make any applicable withholdings for Taxesamendments to the terms of such options that are necessary to give effect to the transactions contemplated by this Section 2.3(a); provided, however, that the -------- ------- failure by the Company to obtain any such consents specified in the preceding clause (A) or to make any amendments specified in the preceding clause (B) or the failure of the Company's Board of Directors to take any action referred to in this Section 2.3 shall not give rise to a right of termination by Parent or Acquisition Corp. under any provision of this Merger Agreement or result in the failure of the condition set forth in Section 7.2(a) or any other condition to Parent's or Acquisition Corp.'s obligation to consummate the transactions contemplated by this Merger Agreement. If the exercise price per share Notwithstanding any other provision of this Section 2.3(a), payment may be withheld in respect of any Company Option equals or exceeds until necessary consents are obtained. (b) Each outstanding share of unvested restricted Class A Common Stock issued pursuant to a Stock Plan (each, a "Restricted Share") shall, immediately prior to the Offer PriceEffective Time, be canceled and be converted into, and become the right to receive, the Cash Amount therefor shall be zeroMerger Consideration in accordance with Section 2.1. Notwithstanding the foregoing, payment the amount otherwise payable to certain senior executive officers of the Cash Amount is subject Company pursuant to written acknowledgementthis Section 2.3(b) shall be distributed to such officers on a deferred basis, payable to each such executive officer in accordance with such officer's originally scheduled release dates for the Restricted Shares and otherwise, including as to acceleration of vesting events, in a form reasonably acceptable to Purchaseraccordance with the provisions of the BankAmerica Corporation Restricted Stock Retention Grant Program. Pending such distribution, consenting to the foregoing arrangement and that no further payment is due to such holder on account deferred amounts shall bear an agreed rate of any Company Option and all of such holder's rights under such Company Options have terminatedreturn. (bc) Immediately prior All amounts payable pursuant to the consummation this Section 2.3 shall be subject to any required withholding of the Offertaxes and, except as provided in this Section 1.82.3(b), all rights under any Company Option and any provision of the Company Option Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall use reasonable efforts to ensure that, immediately prior to, as of and after the consummation of the Offer, except as provided in this Section 1.8, no person shall have any right under the Company Option Plans or any other plan, program or arrangement with respect to securities of the Company, the Surviving Corporation or any subsidiary thereof. (c) Prior to the consummation of the Offer, the Company shall use reasonable efforts to cause to be effected any necessary amendments to the Company Option Plans and any other resolutions, consents or notices, in such form reasonably acceptable to Purchaser, required under any of the Company Option Plans or any Company Options to give effect to the foregoing provisions of this Section 1.8paid without interest. (d) The Company shall take all actions necessary to cause all shares Board of Restricted Stock Directors of the Company (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions or take such actions as are required to become fully vested immediately prior to terminate the consummation Stock Plans as of the Offer Effective Time, to delete as of the Effective Time the provision in any other benefit plan of the Company providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company and to ensure that following the Effective Time no holder of a Company Option or any participant in any Stock Plan or other Company benefit plan shall make all required withholdings in connection therewith under applicable Tax Lawshave any right thereunder to acquire any capital stock of the Company or the Surviving Corporation.