Common use of Stock Options and Grants Clause in Contracts

Stock Options and Grants. (i) Upon the occurrence of a Change in Control, any and all options to purchase stock and grants of stock (common or otherwise) in the Company granted to Employee pursuant to any plan or otherwise, including options granted pursuant to the 1988 Management Stock Compensation Plan and/or the 1998 Management Stock Compensation Plan, and any and all grants of stock in the Company granted to Employee pursuant to the 1996 Mandatory Management Stock Bonus Plan (collectively, any or all of these plans shall be referred to herein as the "Stock Plans"), shall become immediately accelerated and fully vested and any restrictions on such options and grants shall, to the extent permissible under applicable securities laws, fully lapse. The Company shall endeavor to cause any restrictions on the options or grants not lapsed by operation of this Section 3(A)(i) to so lapse. (ii) Upon the vesting of all such options and grants pursuant to Section 3(A)(i) or Section 6(C)(ii) below and, in the case of options, so long as such options have not expired, Employee may elect by written notice to the Company at any time following such vesting that the Company "cash-out" such options and/or grants by paying to Employee within five (5) days of such notice the value of the options and/or grants so long as Employee surrenders to the Company, and agrees to the cancellation of, the options or grants. The value of the options and/or grants shall be calculated as follows: (a) in the event that the Change in Control is a result of a tender offer and so long as Employee provides his "cash-out" notice to the Company within 30 days of the conclusion of the tender offer, then Employee shall be paid the per share price paid to the Company's shareholders in connection with such tender offer, or (b) in all other circumstances, the Employee shall be paid the average daily closing price of the common stock of the Company for the ten trading days immediately preceding the date of Employee's "cash-out" notice, less in the case of both (a) and (b) for the cash-out options, the exercise price of the option. In the event Employee does not elect to "cash-out" pursuant to this Section 3(A)(ii), then Employee's rights regarding such options and grants shall be as set forth in the respective Stock Plans and agreements governing such options and grants, except that Employee shall be deemed to be fully vested and any restrictions on such options and grants shall remain fully lapsed.

Stock Options and Grants. (i) Upon the occurrence of a Change in Control, any and all options to purchase stock and grants of stock (common or otherwise) in the Company granted to Employee pursuant to any plan or otherwise, including options granted pursuant to the 1988 Management Stock Compensation Plan and/or the 1998 Management Stock Compensation Plan, and any and all grants of stock in the Company granted to Employee pursuant to the 1996 Mandatory Management Stock Bonus Plan (collectively, any or all of these plans shall be referred to herein as the "Stock Plans"), shall become immediately accelerated and fully vested and any restrictions on such options and grants shall, to the extent permissible under applicable securities laws, fully lapse. The Company shall endeavor to cause any restrictions on the options or grants not lapsed by operation of this Section 3(A)(i) to so lapse. (ii) Upon the vesting of all such options and grants pursuant to Section 3(A)(i) or Section 6(C)(ii5(A)(ii) below and, in the case of options, so long as such options have not expired, Employee may elect by written notice to the Company at any time following such vesting that the Company "cash-out" such options and/or grants by paying to Employee within five (5) days of such notice the value of the options and/or grants so long as Employee surrenders to the Company, and agrees to the cancellation of, the options or grants. The value of the options and/or grants shall be calculated as follows: (a) in the event that the Change in Control is a result of a tender offer and so long as Employee provides his "cash-out" notice to the Company within 30 days of the conclusion of the tender offer, then Employee shall be paid the per share price paid to the Company's shareholders in connection with such tender offer, or (b) in all other circumstances, the Employee shall be paid the average daily closing price of the common stock of the Company for the ten trading days immediately preceding the date of Employee's "cash-out" notice, less in the case of both (a) and (b) for the cash-out options, the exercise price of the option. In the event Employee does not elect to "cash-out" pursuant to this Section 3(A)(ii), then Employee's rights regarding such options and grants shall be as set forth in the respective Stock Plans and agreements governing such options and grants, except that Employee shall be deemed to be fully vested and any restrictions on such options and grants shall remain fully lapsed.

Stock Options and Grants. (i) A. Upon the occurrence of a Change in Control, any and all options to purchase stock and grants of stock (common or otherwise) in the Company granted to Employee pursuant to any plan or otherwise, including options granted pursuant to the 1988 Management Stock Compensation Plan and/or the 1998 Management Stock Compensation Plan, and any and all grants of stock in the Company granted to Employee pursuant to the 1996 Mandatory Management Stock Bonus Plan (collectively, any or all of these plans shall be referred to herein as the "Stock Plans"), shall become immediately accelerated and fully vested and any restrictions on such options and grants shall, to the extent permissible under applicable securities laws, fully lapse. The Company shall endeavor to cause any restrictions on the options or grants not lapsed by operation of this Section 3(A)(i) 3 to so lapse. (ii) B. Upon the vesting of all such options and grants (whether pursuant to this Section 3(A)(i) 3 or Section 6(C)(ii) below below) and, in the case of options, so long as such options have not expired, Employee may elect by written notice to the Company at any time following such vesting that the Company "cash-out" such options and/or grants by paying to Employee within five (5) days of such the notice the value of the options and/or grants so long as Employee surrenders to the Company, and agrees to the cancellation of, the options or grants. The value of the options and/or grants shall be calculated as follows: based on the higher of (ai) in the event that the Change in Control is a result of a tender offer and so long as Employee provides his "cash-out" notice to the Company within 30 days of the conclusion of the tender offer, then Employee shall be paid the per share price paid to the Company's shareholders in connection with such a tender offer, offer that results in a Change in Control or (bii) in all other circumstances, the Employee shall be paid the average daily closing price of the common stock of the Company for the ten trading days immediately preceding the date of Employee's "cash-out" noticethe Change in Control (or if the accelerated vesting occurs pursuant to Section 6(C)(ii), for the ten days preceding the Date of Termination (as defined below)), less (in the case of both (aoptions only) and (b) for the cash-out options, the exercise price of the option. In the event Employee does not elect to "cash-out" pursuant to this Section 3(A)(ii3(B), then Employee's rights regarding such options and grants shall be as set forth in the respective Stock Plans and agreements governing such options and grants, except that Employee shall be deemed to be fully vested and any restrictions on such options and grants shall remain fully lapsed.