Common use of Stock Option and Other Stock Plans Clause in Contracts

Stock Option and Other Stock Plans. (a) CapStar Stock Options. Immediately prior to the Effective Time, each option to purchase shares of CapStar Common Stock (a "CAPSTAR STOCK OPTION") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at such time shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) to purchase the number of shares of AGH Common Stock (rounded up to the nearest whole share) equal to the number of shares of CapStar Common Stock subject to such option multiplied by the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock (rounded down to the nearest xxxxx) equal to the former exercise price per share of CapStar Common Stock under such option immediately prior to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStar; provided, however, that in the case of any CapStar Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to CapStar Stock Options immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Xxxxxx Communications Inc. Second Amended and Restated 1996 Stock OptionsIncentive Plan and other assumed stock option plans of the Company (the "Company Option Plans") and -------------------- any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall cause each option to purchase shares of CapStar xxxxxx.xxx Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONxxxxxx.xxx Stock ---------------- Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at such time shall to be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be grantedeach an "Adjusted Option") to purchase ------ --------------- the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar xxxxxx.xxx Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar xxxxxx.xxx Common Stock under subject to such option immediately prior xxxxxx.xxx Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar -------- ------- xxxxxx.xxx Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except . (b) As soon as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of practicable after the Effective Time solely due (but in no event more than thirty (30) days thereafter), Parent shall deliver to the fact holders of xxxxxx.xxx Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Option Plans and the agreements evidencing the grants of such xxxxxx.xxx Stock Options and that CapStar such xxxxxx.xxx Stock Options and agreements shall cease be assumed by Parent and shall continue in effect on the same terms and conditions (subject to exist the adjustments required by this Section 2.06 after giving effect to the Merger). Parent and the Surviving Corporation shall comply with the terms of the Company Option Plans and ensure, to the extent required by, and subject to the provisions of, the Company Option Plans, that the xxxxxx.xxx Stock Options that qualified as incentive stock options under Section 422 of the Code prior to the Effective Time continue to so qualify as incentive stock options after the Effective Time. CapStar . (c) Parent and AGH the Surviving Corporation shall take such actions as are reasonably necessary action for the assumption (or substitution) of the xxxxxx.xxx Stock Options by Parent pursuant to this Section 2.06, including the reservation, issuance and listing of Parent ADSs, as is necessary to effectuate the terms of transactions contemplated by this Section 7.8(a)2.06. Parent shall, including and shall cause the amendment by Surviving Corporation to, prepare and file with the Board Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other --- appropriate form with respect to Parent ADSs subject to Adjusted Options issued under the Company Option Plan, and shall use its reasonable best efforts to have such registration statement(s) declared effective immediately following the Effective Time and to maintain the effectiveness of Directors of CapStar such registration statement covering such Adjusted Options (and maintain the current status of the CapStar prospectus or prospectuses contained therein) for so long as such Adjusted Options remain outstanding. (d) The Company shall notify all holders of xxxxxx.xxx Stock Plans Options that no xxxxxx.xxx Stock Options may be exercised during the period specified in such notice commencing not less than three (3) business days before the Closing Date and ending on the filing first business day after the Effective Time, in order that the Parent Board may correctly determine the number of any registration statements or other documentsParent Shares to be authorized in respect of the Capital Increase (as defined in Section 4.02(a)).

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Snyder Communications Inc. Second Amended and Restated 1996 Stock OptionsIncentxxx Xxan and other assumed stock option plans of the Company (the "Company Option Plans") and any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall assume each option to purchase shares of CapStar SNC Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONSNC Stock Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at ), and each such time SNC Stock Option shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) (each an "Adjusted Option") to purchase the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar SNC Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar SNC Common Stock under subject to such option immediately prior SNC Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar SNC Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time. (b) At the Effective Time, except each option to purchase shares of circle.com Common Stock pursuant to the Company Option Plans that all converted is thex xxxxxxxxing, whether vested or substituted CapStar unvested (each a "circle.com Stock Options shall be vested Option", and fully exercisable. Except as provided in together with the immediately preceding sentenceSNC Stock Options, the Merger "Xxxxxxx Xxock Options"), shall not by virtue of the Merger, and without any further action on the part of any holder thereof, be treated subject to the same terms and conditions as an event which shall affect were applicable to the period for exercising CapStar original option to purchase circle.com Common Stock Options. CapStar Stock Options shall not be treated as expiring as of immediately prior to the Effective Time solely due and be axxxxxx xx the Surviving Corporation and converted into an option to purchase the number of shares of circle.com Common Stock in the Surviving Corporation equal to the fact that CapStar shall cease to exist as number xx xxxxxx of circle.com Common Stock of the Company subject to such option, at an exexxxxx xxxxe per share of circle.com Common Stock in the Surviving Corporation equal to the former xxxxxxxx price per share of circle.com Common Stock of the Company under such option immediately prixx xx xxx Effective Time. CapStar . (c) Notwithstanding the foregoing provisions of Sections 2.06(a) and AGH shall take such necessary action to effectuate 2.06(b), at the Effective Time each of the Holding Company Persons (as defined below) who hold SNC Stock Options identified in Section 2.06(c) of the Company Disclosure Schedule (as defined in Section 3.01(a)) the terms of which provide for the acceleration of vesting as a consequence of the Merger (the "Accelerated Options") shall have the right, exercisable by written notice to Parent (the "Purchase Notice") on or prior to the Closing Date, to cause Parent to purchase the Accelerated Options held by such Holding Company Person for cash in an amount (the "Purchase Amount") equal to the difference of (i) the product of (A) the Average Parent Trading Price in U.S. Dollars multiplied by (B) the ADS Ratio multiplied by (C) the number of Parent ADSs issuable upon exercise of such option, giving effect to the adjustment provisions in Section 2.06(a), less (ii) the aggregate exercise price for the Parent ADSs subject to such Accelerated Options. The Purchase Amount for all Accelerated Options with respect to which a Purchase Notice is furnished in accordance with this Section 7.8(a)2.06(c) shall be payable on or prior to the third business day following the Closing Date. For purposes hereof, including the amendment by the Board of Directors of CapStar "Holding Company Persons" shall mean those employees and directors of the CapStar Stock Plans and Company set forth in Section 2.06(c) of the filing of any registration statements or other documentsCompany Disclosure Schedule.

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Snyder Communications Inc. Second Amended and Restated 1996 Stock OptionsInxxxxxxe Plan and other assumed stock option plans of the Company (the "Company Option Plans") and any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall assume each option to purchase shares of CapStar SNC Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONSNC Stock Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at ), and each such time SNC Stock Option shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) (each an "Adjusted Option") to purchase the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar SNC Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar SNC Common Stock under subject to such option immediately prior SNC Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar SNC Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time. (b) At the Effective Time, except each option to purchase shares of circle.com Common Stock pursuant to the Company Option Plans that all converted is xxxx xxxxtanding, whether vested or substituted CapStar unvested (each a "circle.com Stock Options shall be vested Option", and fully exercisable. Except as provided in together with the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar SNC Stock Options. CapStar , txx "Xxxxxxy Stock Options Options"), shall not by virtue of the Merger, and without any further action on the part of any holder thereof, be treated subject to the same terms and conditions as expiring as of were applicable to the original option to purchase circle.com Common Stock immediately prior to the Effective Time solely due and xx xxxxxxx by the Surviving Corporation and converted into an option to purchase the number of shares of circle.com Common Stock in the Surviving Corporation equal to the fact that CapStar shall cease nuxxxx xx xxares of circle.com Common Stock of the Company subject to exist as such option, at an xxxxxxxx price per share of circle.com Common Stock in the Surviving Corporation equal to the foxxxx xxxxxise price per share of circle.com Common Stock of the Company under such option immediately xxxxx xx the Effective Time. CapStar . (c) Notwithstanding the foregoing provisions of Sections 2.06(a) and AGH shall take such necessary action to effectuate 2.06(b), at the Effective Time each of the Holding Company Persons (as defined below) who hold SNC Stock Options identified in Section 2.06(c) of the Company Disclosure Schedule (as defined in Section 3.01(a)) the terms of this Section 7.8(a), including which provide for the amendment by the Board acceleration of Directors of CapStar vesting as a consequence of the CapStar Stock Plans and Merger (the filing of any registration statements "Accelerated Options") shall have the right, exercisable by written notice to Parent (the "Purchase Notice") on or other documents.prior to the Closing Date, to cause Parent to purchase the Accelerated Options held by such Holding Company Person