Common use of Stock Option and Other Plans Clause in Contracts

Stock Option and Other Plans. (a) As of the Effective Time, each outstanding stock option, stock equivalent right or right to acquire Shares (a "Company Option" or "Company Options") granted under the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"), whether or not then exercisable or vested, shall (without any action on the part of the Company) automatically be converted into an option to purchase Parent common stock, par value $.01 per share ("Parent Common Stock"), in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, and be subject to, similar terms and conditions (including vesting schedule) as are currently applicable to each such Company Option, except that, as of the Effective Time, (i) each Company Option shall be exercisable (or shall become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Company

Stock Option and Other Plans. (a) As Each stock option plan maintained by the Bank shall be assumed by the Holding Company and maintained as a Holding Company stock option plan providing for the issuance of shares of common stock of the Holding Company in a number equal to the number of shares of Bank Stock reserved for issuance under the plan immediately prior to the Effective Time, each outstanding stock option, stock equivalent right or . Each option giving rise to the right to acquire Shares purchase Bank Stock that is outstanding under an assumed stock option plan and unexercised immediately prior to the Effective Time (a "Company Option" and which by its terms does not lapse on or "Company Options") granted under before the Company's Amended and Restated 1995 Stock Option Plan, 1999 Equity Incentive Plan (as amended), 2000 Non-Officer Equity Incentive Plan and 1999 Employee Stock Purchase Plan ("Company ESPP") (collectively, the "Option Plans"Effective Time), whether or not then exercisable or vestedexercisable, shall (without any action on the part of the Company) automatically be converted into and become an option to purchase Parent common stockstock of the Holding Company and the Holding Company will assume any and all rights, par value $.01 per share ("Parent Common Stock"), obligations and duties of the Bank associated with the unexercised portion of each such option in accordance with this Section 2.4(a). Each Company Option so converted shall continue to have, the terms of the assumed stock option plan and be subject to, similar the written terms and conditions (including vesting schedule) as are currently applicable to of the agreement governing each such Company Optionoutstanding option, including the stated per share exercise price, except that, as of that from and after the Effective Time: (a) references in an assumed stock option plan or option to the Bank, its board of directors or any committee thereof shall thereafter be construed as references to the Holding Company, its board of directors or any committee thereof, as applicable; (ib) each option assumed by the Holding Company Option shall may be exercisable (or shall become exercisable in accordance with its terms) exercised solely for that number of whole shares of Parent Common Stock equal to common stock of the product of Holding Company; and (c) the number of shares of Common common stock of the Holding Company subject to each option shall be equal to the number of shares of Bank Stock that were issuable upon exercise subject to the unexercised portion of such Company Option option as determined immediately prior to the Effective Time multiplied by Time. The Company shall make such amendments to assumed stock option plans and outstanding options as it deems necessary or advisable to effect the Option Exchange Ratio (defined below), rounded to the nearest whole number, and (ii) the per share exercise price for the shares provisions of Parent Common Stock issuable upon exercise of such Company Option so converted shall be equal to the quotient determined by dividing the exercise price per share of Common Stock at which such Companythis Section 5.