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.

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.

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.