Common use of Stock Option and Other Plans Clause in Contracts

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain the consent of take all of the holders of options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") other actions necessary to provide for the cancellation, effective at the Effective Time, Time of all the outstanding Options, as follows: stock options to purchase Common Stock (the "OPTIONS") heretofore granted under any stock option plan or agreement of the Company (the "STOCK PLANS"). Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to ensure that (i) each such Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash PaymentCASH PAYMENT"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective TimeTime and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent or bonus shares shall fully vest and be paid in accordance with their respective terms. The As provided herein, the Company will shall use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights the Stock Plans shall be cancelled terminate as of immediately prior to the Effective Time without and the provisions of any payment therefor. As provided herein, the Stock Plans and any other plan, program or arrangement Employee Benefit Plan (as defined in Section 2.01(j)) providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all reasonable steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereofSubsidiaries. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding the foregoing, Parent and any employee of the Company may agree in writing that all or a portion of the Options held by such employee will, in lieu of being canceled in consideration for the Cash Payment pursuant to this Section 1.09, be rolled over into options to acquire shares of Parent common stock in a manner which complies with the requirements of Section 424 of the Code. In such event, the Company shall not make any Cash Payment in respect of any such rolled-over Options.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain take all other actions necessary to provide for the consent cancellation, effective at the Effective Time, of all of the holders of outstanding stock options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, the Company shall use its reasonable efforts to ensure that each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been whether or not then vested or exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Company shall use its reasonable efforts to ensure that the Stock Plans shall terminate as of the Effective Time and the provisions of any other plan, program or arrangement Employee Benefit Plan (as defined in Section 3.01(i)) providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all reasonable steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own or purchase any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereofsubsidiaries. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall take all actions and the Company shall use its reasonable best efforts to obtain the consent of all necessary consents and releases from all of the holders of all the outstanding stock options and other rights to purchase Common Stock (the "OptionsOPTIONS") heretofore granted under any compensatory stock option plan of the Company or otherwise (the "Stock PlansSTOCK PLANS"), to (i) to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding Options, (ii) terminate, as follows: of the Effective Time, the Stock 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 or any of its Subsidiaries (collectively with the Stock Plans, referred to as the "STOCK INCENTIVE PLANS") and (iii) amend, as of the Effective Time, the provisions of any other Employee Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any such Subsidiary, or any interest in respect of any capital stock of the Company or any such Subsidiary, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any such Subsidiary or any interest in the capital stock of the Company or any such Subsidiary. Stock Plans shall not include any Intercompany Convertible Instruments and Options shall not include any options granted under any Intercompany Convertible Instrument. Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "Cash PaymentCASH PAYMENT"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable Option, whether or not then vested or exercisable, and (y) the excess of amount by which the Applicable Merger Consideration over for shares of Common Stock exceeds the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts shall deliver to ensure Parent within five business days of the date hereof a true and complete list of the Options which are outstanding as of the date hereof, together with detailed calculations of the Cash Payments relating to such Options had the Effective Time occurred on the date of delivery thereof. The Company shall update such list and such calculations as of, and deliver such update to Parent on, the date that is two (2) business days prior to the Effective Time, such updated list and calculations made as if the Effective Time would occur on such date. Except as otherwise contemplated herein, any then-then outstanding stock appreciation rights or limited stock appreciation rights issued by the Company or any Subsidiary of the Company shall be cancelled as of canceled immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will shall use its reasonable best efforts to take all steps necessary to ensure that neither the Company it nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)Affiliates, to own any capital stock of the Surviving Corporation Company or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries Subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective TimeNotwithstanding any other provision of this Section 3.7, the only rights of the holders of Options Company shall not be required to purchase shares any minority equity interests in any of Common Stock in respect its Subsidiaries. Notwithstanding any other provision of such Options will be this Section 3.7 to receive the contrary, payment of the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtained. The Company shall take all steps as may be required to provide that with respect to each individual who is a director or officer of the Company immediately prior to the Effective Time all transactions contemplated by this Agreement with respect to stock held by such Person shall be exempt under the Exchange Act in cancellation accordance with the terms and settlement thereofconditions set forth in that certain No-Action Letter, dated January 12, 1999, issued by the Securities and Exchange Commission to Skadden, Arps, Slate, Meagxxx & Xlom XXX. Immediately prior to the Merger, the Company shall cause any restrictions imposed on the Restricted Stock to be lifted.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) and the Company shall use its commercially reasonable best efforts to obtain the consent of all necessary consents and releases from all of the holders of all the outstanding stock options and other rights to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company or otherwise (the "Stock Plans"), to (i) to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding Options, (ii) terminate, as follows: Immediately prior to of the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary thereof (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate and (iii) amend, as of the Effective Time, the provisions of any other Employee Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any such Subsidiary, or any interest in respect of any capital stock of the Company or any such Subsidiary, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any such Affiliate or any interest in the capital stock of the Company or any such Affiliate. Immediately prior to the Effective Time, each Option shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (the "Option Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option, whether or not then vested or exercisable and (y) the amount by which the Merger Consideration exceeds the exercise price per share of Common Stock subject to such Option, each such Option Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. Except as otherwise contemplated herein, any then outstanding stock appreciation rights or limited stock appreciation rights, and any other rights or interest in respect of the capital stock of the Company or any Subsidiary issued by the Company or any Subsidiary of the Company shall be canceled immediately prior to the Effective Time without any payment therefor. The Company will use its reasonable best efforts to shall take all steps necessary to ensure that that, immediately prior to the Effective Time, neither the Company it nor any of its Subsidiaries is or will shall be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent Buyer or its affiliates (including Sub)Affiliates, to own any capital stock of the Surviving Corporation Company or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries Subsidiaries or to receive any payment in respect thereofthereof other than pursuant to this Agreement. The Company will use its reasonable best efforts Notwithstanding any other provision of this Section 3.7 to obtain all the contrary, payment of the Option Cash Payment may be withheld with respect to any Option until necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.releases are obtained

Stock Option and Other Plans. (a) Prior Subject to the provisions of Section 4.02(d) hereof prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the Company shall use its reasonable best efforts to obtain cancellation, effective at the consent Effective Time of all of the holders of outstanding stock options to purchase Common Stock (the "OptionsOPTIONS") heretofore granted under any stock option plan of the Company (the "Stock PlansSTOCK PLANS") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, subject to obtaining the consent of any holder of Options, to the extent necessary, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock Stock, but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash PaymentCASH PAYMENT"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable exercised as of the Effective Time and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive PlansSTOCK INCENTIVE PLANS") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to As of the Effective Time, (i) each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options outstanding option to purchase Common Shares (each, a "Company Stock Option") issued pursuant to the Company's 1997 Stock Option Plan, as amended (the "OptionsCompany Stock Option Plan") heretofore granted under any stock ), shall be converted into an immediately exercisable option plan of the (each, an "Adjusted Company (the "Stock PlansOption") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase a number of shares of common stock, no par value, of ICII ("ICII Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash PaymentStock"), at an exercise price as shall be determined in accordance with the Effective Timeprovisions hereof so that the Fair Value (as defined below) of each such Company Stock Option equals the Fair Value of the Adjusted Company Options to purchase ICII Common Stock into which such Company Stock Option is converted, equal and all references in each such Company Stock Option (including the plans and agreements under which they were issued) to the product Company shall be deemed to refer to ICII, where appropriate; provided, however, that the adjustments provided in this paragraph with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended, (xthe "Code"), shall be effected in a manner consistent with the requirements of Section 424(a) of the total number Code, unless the option holder, in his or her sole discretion, waives such requirement, and (ii) ICII shall assume the obligations of shares the Company under the Company Stock Option Plan. Approval of the Merger Agreement by the Company Stockholders shall constitute a "Change of Control" (as defined in the Company Stock Option Plan) and as a result each Company Stock Option shall vest and become exercisable in full on the date of such Change of Control. The other terms of each Adjusted Company Option, and the plans or agreements under which they were issued, in each case as amended in accordance herewith, shall continue to apply in accordance with their terms. The date of grant of each Adjusted Company Option shall be the date on which the corresponding Company Stock Option was granted. For the purposes hereof, the "Fair Value" of the Company Stock Options and of the Adjusted Company Options to purchase ICII Common Stock subject to such Option into which the Company Stock Options are converted shall be determined in the manner set forth on Schedule III and utilizing the Black-Scholes option pricing model incorporating historical data available on the Bloomberg system and reflecting, among other things, the relative current price, strike price, the risk-free rate, expected duration, volatility and dividend policies of each of ICII and the Company and of the Company Stock Options and the Adjusted Company Options into which they will be converted, based on the principle of preserving for the holders of the Company Stock Options the current value and upside potential of the Company Stock Options, as to which such Option could have been exercisable and (y) well as the excess level of the Merger Consideration over the exercise price per share of Common Stock subject (including any adjustment pursuant to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest Section 1.8(b) in respect of the capital stock Appraised Value of the Management Agreement). The Company and ICII shall work together during the 30-day period following the date hereof to determine the precise methodology to be used in determining Fair Value and with respect to the conversion of the Company Stock Options into the Adjusted Company Options. In the event they are unable to agree within such 30-day period, their respective positions on the subject shall be submitted to the Appraiser, and the Appraiser shall be directed to select one of the positions or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereofintermediate position.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company Board (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain the consent of take all of the holders of options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") other actions necessary to provide for the cancellation, effective at the Effective Time, of all of the outstanding Options, as follows: stock options to purchase Common Stock (the "OPTIONS") heretofore granted under the Company's 1997 Long-Term Incentive Plan and 1997 Non-Employee Directors' Plan (the "COMPANY STOCK OPTION PLANS"). Immediately prior to the Effective Time, the Company shall use its reasonable efforts to ensure that each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Company Common Stock but shall entitle each the holder thereof, in cancellation and settlement therefor, to payments a payment in cash (subject to any applicable withholding taxes, the "Cash PaymentCASH PAYMENT"), at the Effective Time, equal to the product of (xi) the total number of shares of Company Common Stock subject to such Option as to which such Option could have been whether or not then vested or exercisable and (yii) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Company shall use its reasonable efforts to ensure that the Company Stock Option Plans shall terminate as of the Effective Time and the provisions of any other planemployee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, program as amended ("ERISA")), any material employee welfare plans (as defined in Section 3(1) of ERISA), or arrangement any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or similar fringe or employee benefit plans, programs or arrangements providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that that, after the Effective Time, the only rights of the holders of Options to purchase shares of Company Common Stock in respect of such Options will be to receive the a Cash Payment in cancellation and settlement thereof. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable efforts to take all other actions necessary to provide for termination of the Employee Stock Purchase Plan, and for the return of all employee contributions accumulated thereunder.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and use its reasonable best efforts to take all other actions necessary to (i) provide for the cancellation, effective at the Effective Time of all the outstanding stock options and other rights to purchase shares of Common Stock ("Options") and (ii) terminate, as of the Effective Time, the Stock 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 or any of its subsidiaries (collectively, the "Stock Incentive Plans") and (iii) amend, as of the Effective Time, the provisions in any U.S. or Foreign Employee Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any of its subsidiaries or any interest in respect of any capital stock of the Company or its subsidiaries to provide that there shall be no continuing rights to acquire, hold, transfer or grant any capital stock of the company or its subsidiaries or any interest in the capital stock of the Company or its subsidiaries. Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options to purchase Common Stock ensure that (the "Options"i) heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been whether or not then vested or exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective TimeTime and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. The Company will use its reasonable best efforts to ensure that In addition, any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment or other consideration therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with shall use its reasonable best efforts to ensure that the Stock Plans, referred to as the "Stock Incentive Plans") Plans shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all necessary steps necessary to ensure that neither the Company nor any of its Subsidiaries subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 2.07 to the contrary, payment of the Cash Payment may be withheld with respect to any Option until the necessary consents are obtained.

Stock Option and Other Plans. (a) Prior to the Effective Timedate which is two Business Days prior to the Initial Expiration Date, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall obtain all necessary consents and the Company shall use its reasonable best efforts to obtain the consent of releases from all of the holders of all the outstanding stock options and other rights to purchase or acquire Common Stock (the "Options") heretofore granted under any stock option plan of the Company or otherwise (the "Stock Plans"), to (i) to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding OptionsOptions (ii) terminate, as follows: Immediately prior to of the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary Affiliate thereof (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate and (iii) amend, as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither , the Company nor provisions of any other Employee Benefit Plan providing for the issuance, -15- transfer or grant of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation Company or except for certain call options any such Affiliate, or any interest in respect of any capital stock of the Company or any such Affiliate, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any such Affiliate or any interest in the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, or any of its subsidiaries or such Affiliate. Immediately prior to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the only rights purchase of shares of Common Stock, but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the holders Company in cash (the "Cash Payment"), at the Effective Time, equal to the product of Options to purchase (x) the total number of shares of Common Stock subject to such Option, whether or not then vested or exercisable, and (y) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option. Upon receipt of the Cash Payment therefor, all of the holder's Options shall be deemed cancelled. The surrender of the Options to the Company in exchange for the Cash Payment shall be deemed a release of any and all rights the holder had or may have had in respect of such Options will be to receive all of the Cash Payment in cancellation and settlement thereofholder's Options.

Stock Option and Other Plans. (a) Prior to the Effective Timedate which is two Business Days prior to the Initial Expiration Date, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall obtain all necessary consents and the Company shall use its reasonable best efforts to obtain the consent of releases from all of the holders of all the outstanding stock options and other rights to purchase or acquire Common Stock (the "Options") heretofore granted under any stock option plan of the Company or otherwise (the "Stock Plans"), to (i) to provide for the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, of all the outstanding OptionsOptions (ii) terminate, as follows: Immediately prior to of the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary Affiliate thereof (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate and (iii) amend, as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither , the Company nor provisions of any other Employee Benefit Plan providing for the issuance, transfer or grant of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation Company or except for certain call options any such Affiliate, or any interest in respect of any capital stock of the Company or any such Affiliate, to provide no continuing rights to acquire, hold, transfer or grant any capital stock of the Company or any such Affiliate or any interest in the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, or any of its subsidiaries or such Affiliate. Immediately prior to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the only rights purchase of shares of Common Stock, but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the holders Company in cash (the "Cash Payment"), at the Effective Time, equal to the product of Options to purchase (x) the total number of shares of Common Stock subject to such Option, whether or not then vested or exercisable, and (y) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option. Upon receipt of the Cash Payment therefor, all of the holder's Options shall be deemed cancelled. The surrender of the Options to the Company in exchange for the Cash Payment shall be deemed a release of any and all rights the holder had or may have had in respect of such Options will be to receive all of the Cash Payment in cancellation and settlement thereofholder's Options.

Stock Option and Other Plans. (a) Prior Each outstanding stock option to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options to ---------------------------- purchase Common Stock (the an "OptionsOption") heretofore granted under the Company's 1995 Stock Option Plan, 1995 Outside Directors Stock Option Plan or 1985 Incentive Stock Option Plan or any other employee, director or other stock option plan of now or formerly maintained by the Company (collectively, the "Stock Option Plans") ), whether or not vested or exercisable, shall be deemed to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately be cancelled immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, Time and shall no longer be exercisable for the purchase of shares of Common Stock but Stock. The holder of each Option shall entitle each holder thereof, in cancellation and settlement therefor, to payments receive a payment in cash (subject to any applicable withholding taxes, ) at the Effective Time (the "Cash Payment"), at the Effective Time, ) equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable Option, whether or not then vested or exercisable, and (y) the excess excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment . Prior to be paid to each holder of an outstanding Option at the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee or subcommittee thereof) shall take such further action as may be necessary or appropriate for the cancellation of the Options and payment of the Cash Payment. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary subsidiary (collectively collectively, with the Stock Option Plans, referred to as the "Stock Incentive Plans") shall terminate be terminated by the Company effective as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries subsidiaries is or will be bound by any Options, Options or other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after as of the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain take all other actions necessary to provide for the consent cancellation, effective at the Effective Time, of all of the holders of outstanding stock options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to ensure that (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable exercised as of the Effective Date and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent or bonus shares, and not vested prior to the Effective Time, shall fully vest and be paid by the Company in cash at the Effective Time in an amount equal to the Merger Consideration (subject to applicable withholding taxes) and otherwise in accordance with their respective terms. The Prior to the Effective Time, the Board of Directors of the Company will shall adopt appropriate resolutions and use its reasonable best efforts to take all other actions necessary to provide for the purchase prior to the Effective Time of shares of Common Stock covered by subscriptions outstanding under the Echelon International Corporation 1996 Employee Stock Purchase Plan. As provided herein, the Company shall use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights the Stock Plans shall be cancelled terminate as of immediately prior to the Effective Time without and the provisions of any payment therefor. As provided herein, the Stock Plans and any other plan, program or arrangement Employee Benefit Plan (as defined in Section 3.01(j) hereof) providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all reasonable steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own or purchase any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereofsubsidiaries. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock Options, in respect of such Options Options, will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and shall adopt amendments to the stock option plans of the Company shall use its reasonable best efforts (the "Stock Plans") to obtain provide that in the consent event of all a merger pursuant to which the stockholders of the Company receive cash for their shares, the holders of outstanding options to purchase Common Stock (the "Options") heretofore granted under any stock option plan the Stock Plans shall be entitled, upon exercise of the Company (Options on or after the "Stock Plans") effective date of such merger, only to provide for receive the cancellationsame cash consideration per share with respect to each share subject to such Options as received by the stockholders in connection with such merger, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash without interest (subject to any applicable withholding taxes, the "Cash Payment"). Except for any benefits due participants under the Company's Common Share Equivalent Plan, at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-then outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. All vested benefits as of the Effective Time pursuant to the Company's Common Share Equivalent Plan shall be paid in cash at the Effective Time whether or not payment would otherwise then be due. As provided herein, the Stock 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 or any Subsidiary subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after upon the Effective Time, the only rights holders of Options, all of which shall become fully vested as of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive Effective Time, shall surrender the Cash Payment same in cancellation and settlement thereofthereof for a cash consideration equal to the Cash Payment, less the exercise price of such related Options.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company Board (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain take all other actions necessary to provide for the consent cancellation, effective at the Effective Time, of all of the holders of outstanding stock options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company's 1997 Employee Stock Option Plan and Non-Management Directors Stock Option Plan, as well as the outstanding options to Carox Xxxx, Xxrvxx X. Xxxxxxxxxx xxx Michxxx Xxxxxx (xxllectively, "Company (the "Stock Option Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, the Company shall use its reasonable efforts to ensure that each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Company Common Stock but shall entitle each the holder thereof, in cancellation and settlement therefor, to payments a payment in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (xi) the total number of shares of Company Common Stock subject to such Option as to which such Option could have been whether or not then vested or exercisable and (yii) the excess of the Merger Consideration over the exercise price per share of Company Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Company shall use its reasonable efforts to ensure that the Company Stock Option Plans shall terminate as of the Effective Time and the provisions of any other planemployee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, program as amended ("ERISA")), any material employee welfare plans (as defined in Section 3(1) of ERISA), or arrangement any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or similar fringe or employee benefit plans, programs or arrangements providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that that, after the Effective Time, the only rights of the holders of Options to purchase shares of Company Common Stock in respect of such Options will be to receive the a Cash Payment in cancellation and settlement thereof. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable efforts to take all other actions necessary to provide for termination of the Employee Stock Purchase Plan, and for the return of all employee contributions accumulated thereunder.

Stock Option and Other Plans. (a) Prior Subject to the provisions of Section 4.02(d) hereof prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the Company shall use its reasonable best efforts to obtain cancellation, effective at the consent Effective Time of all of the holders of outstanding stock options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, subject to obtaining the consent of any holder of Options, to the extent necessary, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock Stock, but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable exercised as of the Effective Time and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to As of the Effective Time, (i) each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) and the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options outstanding option to purchase Common Shares (each, a "Company Stock Option") issued pursuant to the Company's 1997 -------------------- Stock Option Plan, as amended (the "OptionsCompany Stock Option Plan") heretofore granted under any stock ), shall be ------------------------- converted into an immediately exercisable option plan of the (each, an "Adjusted Company (the "Stock Plans---------------- Option") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase a number of shares of common stock, no par value, of ICII ------ ("ICII Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments in cash (subject to any applicable withholding taxes, the "Cash PaymentStock"), at an exercise price as shall be determined in accordance ----------------- with the Effective Timeprovisions hereof so that the Fair Value (as defined below) of each such Company Stock Option equals the Fair Value of the Adjusted Company Options to purchase ICII Common Stock into which such Company Stock Option is converted, equal and all references in each such Company Stock Option (including the plans and agreements under which they were issued) to the product Company shall be deemed to refer to ICII, where appropriate; provided, however, that the adjustments provided in this paragraph with respect to any options which are "incentive stock options" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended, (xthe "Code"), shall be effected in a manner consistent with the requirements of ---- Section 424(a) of the total number Code, unless the option holder, in his or her sole discretion, waives such requirement, and (ii) ICII shall assume the obligations of shares the Company under the Company Stock Option Plan. Approval of the Merger Agreement by the Company Stockholders shall constitute a "Change of Control" (as defined in the Company Stock Option Plan) and as a result each Company Stock Option shall vest and become exercisable in full on the date of such Change of Control. The other terms of each Adjusted Company Option, and the plans or agreements under which they were issued, in each case as amended in accordance herewith, shall continue to apply in accordance with their terms. The date of grant of each Adjusted Company Option shall be the date on which the corresponding Company Stock Option was granted. For the purposes hereof, the "Fair Value" of the Company Stock Options and of the Adjusted Company Options to purchase ICII Common Stock subject to such Option into which the Company Stock Options are converted shall be determined in the manner set forth on Schedule III and utilizing the Black-Scholes option pricing model incorporating historical data available on the Bloomberg system and reflecting, among other things, the relative current price, strike price, the risk-free rate, expected duration, volatility and dividend policies of each of ICII and the Company and of the Company Stock Options and the Adjusted Company Options into which they will be converted, based on the principle of preserving for the holders of the Company Stock Options the current value and upside potential of the Company Stock Options, as to which such Option could have been exercisable and (y) well as the excess level of the Merger Consideration over the exercise price per share of Common Stock subject (including any adjustment pursuant to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time. The Company will use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment therefor. As provided herein, the Stock Plans and any other plan, program or arrangement providing for the issuance or grant of any other interest Section 1.8(b) in respect of the capital stock Appraised Value of the Management Agreement). The Company and ICII shall work together during the 30-day period following the date hereof to determine the precise methodology to be used in determining Fair Value and with respect to the conversion of the Company Stock Options into the Adjusted Company Options. In the event they are unable to agree within such 30-day period, their respective positions on the subject shall be submitted to the Appraiser, and the Appraiser shall be directed to select one of the positions or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub), to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereofintermediate position.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the ---------------------------- Board of Directors of the Company (or, if appropriate, any Committee committee thereof) shall adopt appropriate resolutions and the Company shall use its reasonable best efforts to obtain take all other actions necessary to provide for the consent cancellation, effective at the Effective Time, of all of the holders of outstanding stock options to purchase Common Stock (the "Options") heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: ). Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to ensure that (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "Cash Payment"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been exercisable exercised as of the Effective Date and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent or bonus shares, and not vested prior to the Effective Time, shall fully vest and be paid by the Company in cash at the Effective Time in an amount equal to the Merger Consideration (subject to applicable withholding taxes) and otherwise in accordance with their respective terms. The Prior to the Effective Time, the Board of Directors of the Company will shall adopt appropriate resolutions and use its reasonable best efforts to take all other actions necessary to provide for the purchase prior to the Effective Time of shares of Common Stock covered by subscriptions outstanding under the Echelon International Corporation 1996 Employee Stock Purchase Plan. As provided herein, the Company shall use its reasonable best efforts to ensure that any then-outstanding stock appreciation rights or limited stock appreciation rights the Stock Plans shall be cancelled terminate as of immediately prior to the Effective Time without and the provisions of any payment therefor. As provided herein, the Stock Plans and any other plan, program or arrangement Employee Benefit Plan (as defined in Section 3.01(j) hereof) providing for the issuance or grant of any other interest in respect shares of the capital stock of the Company or any Subsidiary (collectively with the Stock Plans, referred to as the "Stock Incentive Plans") shall terminate be deleted as of the Effective Time. The Company will use its reasonable best efforts to take all reasonable steps necessary to ensure that neither the Company nor any of its Subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own or purchase any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereofsubsidiaries. The Company will use its reasonable best efforts to obtain all any necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock Options, in respect of such Options Options, will be to receive the Cash Payment in cancellation and settlement thereof.

Stock Option and Other Plans. (a) Prior to the Effective Time, each of the Board of Directors of the Company (or, if appropriate, any Committee thereof) shall adopt appropriate resolutions and use its reasonable best efforts to take all other actions necessary to (i) provide for the cancellation, effective at the Effective Time of all the outstanding stock options and other rights to purchase shares of Common Stock ("OPTIONS") and (ii) terminate, as of the Effective Time, the Stock 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 or any of its subsidiaries (collectively, the "STOCK INCENTIVE PLANS") and (iii) amend, as of the Effective Time, the provisions in any U.S. or Foreign Employee Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any of its subsidiaries or any interest in respect of any capital stock of the Company or its subsidiaries to provide that there shall be no continuing rights to acquire, hold, transfer or grant any capital stock of the company or its subsidiaries or any interest in the capital stock of the Company or its subsidiaries. Immediately prior to the Effective Time, the Company shall use its reasonable best efforts to obtain the consent of all of the holders of options to purchase Common Stock ensure that (the "Options"i) heretofore granted under any stock option plan of the Company (the "Stock Plans") to provide for the cancellation, effective at the Effective Time, of all the outstanding Options, as follows: Immediately prior to the Effective Time, each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of shares of Common Stock but shall entitle each holder thereof, in cancellation and settlement therefor, to payments by the Company in cash (subject to any applicable withholding taxes, the "Cash PaymentCASH PAYMENT"), at the Effective Time, equal to the product of (x) the total number of shares of Common Stock subject to such Option as to which such Option could have been whether or not then vested or exercisable and (y) the excess of the Merger Consideration over the exercise price per share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective TimeTime and (ii) each share of Common Stock previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. The Company will use its reasonable best efforts to ensure that In addition, any then-outstanding stock appreciation rights or limited stock appreciation rights shall be cancelled as of immediately prior to the Effective Time without any payment or other consideration therefor. As provided herein, the Stock 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 or any Subsidiary (collectively with shall use its reasonable best efforts to ensure that the Stock Plans, referred to as the "Stock Incentive Plans") Plans shall terminate as of the Effective Time. The Company will use its reasonable best efforts to take all necessary steps necessary to ensure that neither the Company nor any of its Subsidiaries subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any Person, other than Parent or its affiliates (including Sub)affiliates, to own any capital stock of the Surviving Corporation or except for certain call options in respect of the capital stock of certain of its dealership subsidiaries, as more fully set forth in Section 3.01(c)(ii) of the Company Disclosure Letter, any of its subsidiaries or to receive any payment in respect thereof. The Company will use its reasonable best efforts to obtain all necessary consents to ensure that after the Effective Time, the only rights of the holders of Options to purchase shares of Common Stock in respect of such Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 2.07 to the contrary, payment of the Cash Payment may be withheld with respect to any Option until the necessary consents are obtained.