Common use of Stock Options and Other Plans Clause in Contracts

Stock Options and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable good faith efforts to take all other actions necessary 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 stock options, warrants or rights to purchase Shares heretofore granted (collectively, the "Options") under any outstanding stock option plan or pursuant to any outstanding warrant agreement or any other outstanding plan, program or arrangement of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company (collectively, the "Stock Plans") such that, immediately prior to the Effective Time, (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of Shares, 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 subject to such Option, whether or not then vested or exercisable, and (y) the excess of the Merger Consideration over the exercise price per Share subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time; provided, however, that with respect to any Person subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), any such amount shall be paid, without interest, as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act, and (ii) each Share previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. Any then outstanding stock appreciation rights or limited stock appreciation rights shall be canceled immediately prior to the Effective Time without any payment therefor. The Company will use its reasonable good faith efforts to ensure that, at the Effective Time, neither the Company nor any of its Subsidiaries is or will be bound by any Options or Stock Plans which would entitle any Person to acquire or hold any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof other than as set forth in this Agreement or the MTM Stock Plan, providing for the issuance to employees of MTM Entertainment, Inc., a Delaware corporation ("MTM"), a wholly owned Subsidiary of the Company, of shares of common stock of MTM, all as, and other than as, disclosed in the Company Disclosure Letter, including using its reasonable good faith efforts to obtain all necessary consents and releases to ensure that after the Effective Time, the only rights of the holders of Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 1.8 to the contrary, the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtained. (b) All provisions in any Stock Plan providing for the future issuance or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate or be amended as of the Effective Time to provide no continuing rights to acquire or be issued or granted any capital stock or any interest in any capital stock (including, but not limited to Options) of the Company or the Surviving Corporation (other than in respect of capital stock or interests in capital stock (including, but not limited to, Options) granted prior to the Effective Time, which are governed by the provisions of Section 1.8(a) above).

Stock Options and Other Plans. (a) Prior Each option granted to a Company employee or director pursuant to the Effective Time, the Board Company's Amended and Restated 1996 Long-Term Incentive Plan and 1996 Directors Non-Qualified Stock Option Plan to acquire shares of Directors of the Company Common Stock (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable good faith efforts each such option hereinafter is referred to take all other actions necessary 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 stock options, warrants or rights to purchase Shares heretofore granted (collectively, the as an "OptionsOption") under any that is outstanding stock option plan or pursuant to any outstanding warrant agreement or any other outstanding plan, program or arrangement of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company (collectively, the "Stock Plans") such that, immediately prior to the Effective Time, (i) each Option, whether or not then vested or exercisable, shall no longer with respect to which, as of the Effective Time, the Per Share Amount exceeds the exercise price per share, shall, effective as of immediately prior to the Effective Time, be exercisable canceled in exchange for a single lump sum cash payment equal to the purchase product of Shares, but shall entitle each holder thereof, in cancellation (1) the number of shares of Company Common Stock subject to such Option and settlement therefor, to payments in cash (2) the excess of the Per Share Amount over the exercise price per share of such Option (subject to any applicable withholding taxes, the "Cash Payment"), at . (b) Each Option that is outstanding immediately prior to the Effective Time, equal to the product of (x) the total number of Shares subject to such Option, whether or not then vested or exercisable, and (y) the excess with respect to which, as of the Merger Consideration over Effective Time, the Per Share Amount does not exceed the exercise price per Share subject share shall, effective as of immediately prior to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time; provided, howeverbe canceled and no payments shall be made with respect thereto. (c) Prior to the Effective Time, that the Company shall obtain consents from holders of Options under the 1996 Directors Non-Qualified Stock Option Plan necessary to give effect to the provisions of Sections 4.5(a) and 4.5(b), and shall take the steps set forth in Schedule 4.5(c) to effect the provisions of Sections 4.5(a) and 4.5(b) with respect to any Person subject options granted pursuant to Section 16 of the Securities Exchange Act of 1934Company's Amended and Restated 1996 Long-Term Incentive Plan. (d) Immediately prior to the Effective Time, as amended, and the rules and regulations thereunder (the "Exchange Act"), any such amount shall be paid, without interest, as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act, and (ii) each Share of Company Common Stock previously issued in the form of grants of restricted stock or grants of contingent shares pursuant to the Company's Amended and Restated 1996 Long-Term Incentive Plan shall fully vest in accordance with their respective terms. Any then outstanding stock appreciation rights or limited stock appreciation rights and all restrictions thereon shall be canceled immediately prior to the Effective Time without any payment therefor. The Company will use its reasonable good faith efforts to ensure that, at the Effective Time, neither the Company nor any of its Subsidiaries is or will be bound by any Options or Stock Plans which would entitle any Person to acquire or hold any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof other than as set forth in this Agreement or the MTM Stock Plan, providing for the issuance to employees of MTM Entertainment, Inc., a Delaware corporation ("MTM"), a wholly owned Subsidiary of the Company, of shares of common stock of MTM, all as, and other than as, disclosed in the Company Disclosure Letter, including using its reasonable good faith efforts to obtain all necessary consents and releases to ensure that after the Effective Time, the only rights of the holders of Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 1.8 to the contrary, the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtainedremoved. (be) All provisions in any For purposes of this Agreement, the Company's Amended and Restated 1996 Long-Term Incentive Plan and 1996 Directors Non-Qualified Stock Option Plan providing for are referred to collectively herein as the future issuance or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate or be amended as of the Effective Time to provide no continuing rights to acquire or be issued or granted any capital stock or any interest in any capital stock (including, but not limited to Options) of the Company or the Surviving Corporation (other than in respect of capital stock or interests in capital stock (including, but not limited to, Options) granted prior to the Effective Time, which are governed by the provisions of Section 1.8(a) above)"Stock Plans."

Stock Options and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable good faith efforts to take all other actions necessary 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 stock options, warrants or rights to purchase Shares heretofore granted (collectively, the "Options") under any outstanding stock option plan or ------- pursuant to any outstanding warrant agreement or any other outstanding plan, program or arrangement of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company (collectively, the "Stock Plans") such that, immediately prior to ----------- the Effective Time, (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of Shares, 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 subject to such Option, whether or not then vested or exercisable, and (y) the excess of the Merger Consideration over the exercise price per Share subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time; provided, however, that with respect to any Person -------- ------- subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), any such amount shall ------------ be paid, without interest, as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act, and (ii) each Share previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. Any then outstanding stock appreciation rights or limited stock appreciation rights shall be canceled immediately prior to the Effective Time without any payment therefor. The Company will use its reasonable good faith efforts to ensure that, at the Effective Time, neither the Company nor any of its Subsidiaries is or will be bound by any Options or Stock Plans which would entitle any Person to acquire or hold any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof other than as set forth in this Agreement or the MTM Stock Plan, providing for the issuance to employees of MTM Entertainment, Inc., a Delaware corporation ("MTM"), a wholly owned Subsidiary of the Company, of shares of --- common stock of MTM, all as, and other than as, disclosed in the Company Disclosure Letter, including using its reasonable good faith efforts to obtain all necessary consents and releases to ensure that after the Effective Time, the only rights of the holders of Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 1.8 to the contrary, the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtained. (b) All provisions in any Stock Plan providing for the future issuance or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate or be amended as of the Effective Time to provide no continuing rights to acquire or be issued or granted any capital stock or any interest in any capital stock (including, but not limited to Options) of the Company or the Surviving Corporation (other than in respect of capital stock or interests in capital stock (including, but not limited to, Options) granted prior to the Effective Time, which are governed by the provisions of Section 1.8(a) above).

Stock Options and Other Plans. (a) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and use its reasonable good faith efforts to take all other actions necessary 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 stock options, warrants or rights to purchase Shares heretofore granted (collectively, the "Options") under any outstanding stock option plan or ------- pursuant to any outstanding warrant agreement or any other outstanding plan, program or arrangement of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company (collectively, the "Stock Plans") such that, immediately prior to ----------- the Effective Time, (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of Shares, 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 subject to such Option, whether or not then vested or exercisable, and (y) the excess of the Merger Consideration over the exercise price per Share subject to such Option, each such Cash Payment to be paid to each holder of an outstanding Option at the Effective Time; provided, however, that with respect to any Person -------- ------- subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"), any such amount shall ------------ be paid, without interest, as soon as practicable after the first date payment can be made without liability to such Person under Section 16(b) of the Exchange Act, and (ii) each Share previously issued in the form of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. Any then outstanding stock appreciation rights or limited stock appreciation rights shall be canceled immediately prior to the Effective Time without any payment therefor. The Company will use its reasonable good faith efforts to ensure that, at the Effective Time, neither the Company nor any of its Subsidiaries is or will be bound by any Options or Stock Plans which would entitle any Person to acquire or hold any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof other than as set forth in this Agreement or the MTM Stock Plan, providing for the issuance to employees of MTM Entertainment, Inc., a Delaware corporation ("MTM"), a wholly owned Subsidiary of the Company, of --- shares of common stock of MTM, all as, and other than as, disclosed in the Company Disclosure Letter, including using its reasonable good faith efforts to obtain all necessary consents and releases to ensure that after the Effective Time, the only rights of the holders of Options will be to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 1.8 to the contrary, the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtained. (b) All provisions in any Stock Plan providing for the future issuance or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate or be amended as of the Effective Time to provide no continuing rights to acquire or be issued or granted any capital stock or any interest in any capital stock (including, but not limited to Options) of the Company or the Surviving Corporation (other than in respect of capital stock or interests in capital stock (including, but not limited to, Options) granted prior to the Effective Time, which are governed by the provisions of Section 1.8(a) above).

Stock Options and Other Plans. (a) Prior to As soon as practicable following the Effective Timedate hereof, the Board of Directors of the Company (or, if appropriate, any committee thereof) Corporation shall adopt appropriate resolutions and use its reasonable good faith efforts cause the Corporation to take all other actions necessary to provide for obtain the cancellation, effective at the Effective Time, subject to the payment provided for in the next sentence being made, consent of all the each holder of an outstanding stock options, warrants or rights option to purchase Shares heretofore granted (collectively, the "Options") under any outstanding stock option plan or pursuant to any outstanding warrant agreement or any other outstanding plan, program or arrangement of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company (collectively, the "Stock Plans") such effect that, immediately prior to upon the Effective TimeShare Purchase, (i) each Option, whether or not then vested or exercisable, shall no longer be exercisable for the purchase of Shares, Shares but shall entitle each 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 (x) the total number of Shares shares of Common Stock subject to such Option, whether or not then vested or exercisable, Option as to which such Option could have been exercised and (y) the excess of the Merger Consideration Per Share Amount over the exercise price per Share share of Common Stock subject to such Option, each such Cash Payment to be paid to each holder (or, without duplication, the beneficial owner) of an outstanding Option at on the Effective Time; provided, however, that with respect to any Person subject to Section 16 date of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder Share Purchase; and (the "Exchange Act"), any such amount shall be paid, without interest, as soon as practicable after the first date payment can be made without liability to such Person under Section 16(bb) All stock option plans of the Exchange Act, and Corporation (ii"Stock Plans") each Share previously issued in the form shall terminate as of grants of restricted stock or grants of contingent shares shall fully vest in accordance with their respective terms. Any then outstanding stock appreciation rights or limited stock appreciation rights shall be canceled immediately prior to the Effective Time without and the provisions in any payment therefor. The Company will use its reasonable good faith efforts to ensure thatother Employee Benefit Plan providing for the issuance, at transfer or grant of any capital stock of the Corporation or any interest in respect of any capital stock of the Corporation shall be deleted as of the Effective Time, and the Corporation shall ensure that following the Effective Time no holder of an Option or any participant in any Stock Plan shall have any right thereunder to acquire any capital stock of the Corporation, Parent or the Surviving Corporation. The Corporation will ensure that neither the Company Corporation nor any of its Subsidiaries is or will be bound by any Options Options, other options, warrants, rights or Stock Plans agreements which would entitle any Person Person, other than Parent or its affiliates, to acquire or hold own any capital stock of the Surviving Corporation or any of its Subsidiaries or to receive any payment in respect thereof other than as set forth in this Agreement or thereof. Notwithstanding the MTM Stock Planforegoing, providing for the issuance to employees of MTM Entertainment, Inc., a Delaware corporation ("MTM"), a wholly owned Subsidiary of the Company, of shares of common stock of MTM, all as, and other than as, disclosed in the Company Disclosure Letter, including using its reasonable good faith efforts to obtain all necessary consents and releases to ensure that after the Effective Time, the only rights of the holders of Options will who did not receive the Cash Payment on the date of the Share Purchase shall thereafter be entitled to receive the Cash Payment in cancellation and settlement thereof. Notwithstanding any other provision of this Section 1.8 to such Options as provided in the contrary, the Cash Payment may be withheld with respect to any Option until necessary consents and releases are obtained. preceding paragraph (b) All provisions in any Stock Plan providing for the future issuance or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company shall terminate or be amended as of the Effective Time to provide no continuing rights to acquire or be issued or granted any capital stock or any interest in any capital stock (including, but not limited to Options) of the Company or the Surviving Corporation (other than in respect of capital stock or interests in capital stock (including, but not limited to, Options) granted prior to the Effective Time, which are governed by the provisions of Section 1.8(a) abovea).