Common use of Stock Options and Other Stock Awards Clause in Contracts

Stock Options and Other Stock Awards. (a) As of the Effective Time, at each optionholder’s election, each outstanding option to purchase a share or shares of CFC Common Stock (each, a “CFC Option”) shall be (i) entitled to receive cash in an amount equal to the product obtained by multiplying (1) the difference between (a) the CFC Closing Price and (b) the exercise price (rounded to the nearest cent) for each outstanding CFC Option by (2) the number of shares of CFC Common Stock subject to such CFC Stock Option or (ii) assumed by Buyer substantially in accordance with the terms of the agreement underlying each option, such that after the Merger and without any action on the part of the holders of such CFC Option, such CFC Options shall be converted into and become stock options with respect to Buyer Common Stock (each, a “Surviving Corporation Stock Option”). As of the Effective Time, each holder of a CFC Option electing to receive cash pursuant to subsection (i) above shall cease to have any rights with respect thereto, except the right to receive the cash consideration specified in this Section 1.5(a), without interest. From and after the Effective Time, for each CFC Option assumed by Buyer as a Surviving Corporation Stock Option pursuant to subsection (ii): (A) such CFC Option may be exercised solely for shares of Buyer Common Stock; (B) the number of shares of Buyer Common Stock subject to such CFC Option shall be equal to the product of (x) the total number of shares of CFC Common Stock subject to such CFC Option immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, rounded up or down, if necessary, to the nearest whole share of Buyer Common Stock; and (C) the per-share exercise price under each such CFC Option shall be adjusted to equal the quotient of (x) the exercise price per share of such CFC Option at which such CFC Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounded up or down to the nearest whole cent, if necessary. Any election by a holder of a CFC Option to receive cash must be made at least five (5) days prior to the Effective Time in accordance with the procedures implemented by Buyer and CFC with respect to such election.

Stock Options and Other Stock Awards. (a) As of At the Effective Time, at each optionholder’s election, each outstanding employee or director option to purchase a share or shares of CFC Company Common Stock (each, a “CFC "Company Option”") that is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into a fully vested and exercisable option to purchase shares of Parent Common Stock (ia "Parent Option") entitled to receive cash in an amount equal and at an exercise price determined as provided below (and otherwise subject to the product obtained by multiplying terms of the Company's Stock Incentive Plan, Management Stock Performance Plan or Nonemployee Director Stock Option Plan (1) collectively, the difference between "Company Stock Plans"), as applicable, under which they were issued and the agreements evidencing grants thereunder): (a) the CFC Closing Price and (b) the exercise price (rounded to the nearest cent) for each outstanding CFC Option by (2i) the number of shares of CFC Parent Common Stock to be subject to such CFC Stock Option or (ii) assumed by Buyer substantially in accordance with the terms of the agreement underlying each option, such that after the Merger and without any action on the part of the holders of such CFC Option, such CFC Options shall be converted into and become stock options with respect to Buyer Common Stock (each, a “Surviving Corporation Stock Option”). As of the Effective Time, each holder of a CFC Option electing to receive cash pursuant to subsection (i) above shall cease to have any rights with respect thereto, except the right to receive the cash consideration specified in this Section 1.5(a), without interest. From and after the Effective Time, for each CFC Option assumed by Buyer as a Surviving Corporation Stock Option pursuant to subsection (ii): (A) such CFC Option may be exercised solely for shares of Buyer Common Stock; (B) the number of shares of Buyer Common Stock subject to such CFC Parent Option shall be equal to the product of (x) the total number of shares of CFC Company Common Stock subject to such CFC the Company Option immediately prior to the Effective Time multiplied by (y) and the "Option Exchange Ratio" (as defined below), provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded up or down, if necessary, to the nearest whole share of Buyer Common Stockshare; and (C) the per-share exercise price under each such CFC Option shall be adjusted to equal the quotient of (xii) the exercise price per share of such CFC Parent Common Stock under a Parent Option at which such CFC shall be equal to the exercise price per share of Company Common Stock under the original Company Option was exercisable immediately prior to the Effective Time divided by the Option Exchange Ratio, provided that such exercise price shall be rounded to the nearest whole cent. For purposes of this Section 2.4, the "Option Exchange Ratio" shall mean the sum of (yi) the Exchange Ratio, plus (ii) the quotient (rounded up or down to the nearest whole cent1/10,000) obtained by dividing (x) $35.00 by (y) the Parent Share Price; provided, that if necessary. Any election by the Parent makes a holder of a CFC Cash Election, the Option to receive cash must be made at least five Exchange Ratio shall mean the quotient (5) days prior rounded to the Effective Time in accordance with the procedures implemented nearest 1/10,000) obtained by Buyer and CFC with respect to such election.dividing (x) $70.00 by (y)

Stock Options and Other Stock Awards. (a) As of Prior to the Effective Time, at the Company and Parent shall take such action as may be necessary to cause each optionholder’s election, each outstanding unexpired and unexercised option to purchase a share or shares of CFC Company Common Stock (each, a “CFC "Company Option”") shall be under (i) entitled the Company's Management Equity Plan and 1995 Stock Incentive Plan (the "1995 Plan"), copies of which (as amended through the date hereof) have heretofore been provided to receive cash Parent by the Company and (ii) the Amended and Restated Management Equity Participation Agreement, dated as of August 8, 1988, by and among the Company and the other parties signatory thereto, as amended and supplemented from time to time through the date hereof, a copy of which (in the form in effect as of the date hereof) has heretofore been provided to Parent by the Company (collectively, the "Company Stock Option Plans"), to be automatically converted at the Effective Time into an amount option (a "Parent Option") to purchase a number of shares of Parent Common Stock equal to the product obtained number of shares of Company Common Stock that could have been purchased under such Company Option multiplied by multiplying (1) the difference between (a) the CFC Closing Price and (b) the exercise price Exchange Ratio (rounded to the nearest cent) for each outstanding CFC Option by (2) the whole number of shares of CFC Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Parent Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as such CFC Stock Option or (ii) assumed by Buyer substantially in accordance with the terms of the agreement underlying each optionCompany Option. The 1995 Plan provides that, such that after the Merger and without any further action on the part of the holders Company Board of such CFC OptionDirectors, such CFC Options shall be converted into and become stock options with respect to Buyer Common Stock (eachany Committee thereof, a “Surviving Corporation Stock Option”). As of the Effective Timeor otherwise, each holder of a CFC Company Option electing to receive cash pursuant to subsection (i) above shall cease to have any rights with respect thereto, except the right to receive the cash consideration specified in this Section 1.5(a), without interest. From and after the Effective Time, for each CFC Option assumed by Buyer as a Surviving Corporation Stock Option pursuant to subsection (ii): (A) such CFC Option may be exercised solely for shares of Buyer Common Stock; (B) the number of shares of Buyer Common Stock subject to such CFC Option shall be equal to the product of (x) the total number of shares of CFC Common Stock subject to such CFC Option granted thereunder that is outstanding immediately prior to the Effective Time multiplied shall become fully vested and exercisable as of the Effective Time. The date of grant of the substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, (i) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent; and (ii) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. As promptly as reasonably practicable after the Effective Time, Parent shall issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption by (y) Parent. As soon as practicable after the Exchange Ratio, rounded up or down, if necessaryEffective Time, to the nearest whole share extent necessary to provide for registration of Buyer shares of Parent Common Stock; and Stock subject to such substituted Parent Options, Parent shall file a registration statement on Form S-8 (Cor any successor form) the per-share exercise price under each such CFC Option shall be adjusted to equal the quotient of (x) the exercise price per share of such CFC Option at which such CFC Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounded up or down to the nearest whole cent, if necessary. Any election by a holder of a CFC Option to receive cash must be made at least five (5) days prior to the Effective Time in accordance with the procedures implemented by Buyer and CFC with respect to such electionshares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Parent Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.

Stock Options and Other Stock Awards. (a) As of Prior to the Effective Time, at the Company and Parent shall take such action as may be necessary to cause each optionholder’s election, each outstanding unexpired and unexercised option to purchase a share or shares of CFC Company Common Stock (each, a “CFC "Company Option”") shall be under (i) entitled the Company's Management Equity Plan and 1995 Stock Incentive Plan (the "1995 Plan"), copies of which (as amended through the date hereof) have heretofore been provided to receive cash Parent by the Company and (ii) the Amended and Restated Management Equity Participation Agreement, dated as of August 8, 1988, by and among the Company and the other parties signatory thereto, as amended and supplemented from time to time through the date hereof, a copy of which (in the form in effect as of the date hereof) has heretofore been provided to Parent by the Company (collectively, the "Company Stock Option Plans"), to be automatically converted at the Effective Time into an amount option (a "Parent Option") to purchase a number of shares of Parent Common Stock equal to the product obtained number of shares of Company Common Stock that could have been purchased under such Company Option multiplied by multiplying (1) the difference between (a) the CFC Closing Price and (b) the exercise price Exchange Ratio (rounded to the nearest cent) for each outstanding CFC Option by (2) the whole number of shares of CFC Parent Common Stock), at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded down to the nearest whole cent). Such Parent Option shall otherwise be subject to the same terms and conditions (including provisions regarding vesting and the acceleration thereof) as such CFC Stock Option or (ii) assumed by Buyer substantially in accordance with the terms of the agreement underlying each optionCompany Option. The 1995 Plan provides that, such that after the Merger and without any further action on the part of the holders Company Board of such CFC OptionDirectors, such CFC Options shall be converted into and become stock options with respect to Buyer Common Stock (eachany Committee thereof, a “Surviving Corporation Stock Option”). As of the Effective Timeor otherwise, each holder of a CFC Company Option electing to receive cash pursuant to subsection (i) above shall cease to have any rights with respect thereto, except the right to receive the cash consideration specified in this Section 1.5(a), without interest. From and after the Effective Time, for each CFC Option assumed by Buyer as a Surviving Corporation Stock Option pursuant to subsection (ii): (A) such CFC Option may be exercised solely for shares of Buyer Common Stock; (B) the number of shares of Buyer Common Stock subject to such CFC Option shall be equal to the product of (x) the total number of shares of CFC Common Stock subject to such CFC Option granted thereunder that is outstanding immediately prior to the Effective Time multiplied shall become fully vested and exercisable as of the Effective Time. The date of grant of the substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, (i) all references in the Company Stock Option Plans and in the related stock option agreements to the Company shall be deemed to refer to Parent; and (ii) Parent shall assume all of the Company's obligations with respect to Company Options as so amended. As promptly as reasonably practicable after the Effective Time, Parent shall issue to each holder of an outstanding Company Option a document evidencing the foregoing assumption by (y) Parent. As soon as practicable after the Exchange Ratio, rounded up or down, if necessaryEffective Time, to the nearest whole share extent necessary to provide for registration of Buyer shares of Parent Common Stock; and Stock subject to such substituted Parent Options, Parent shall file a registration statement on Form S-8 (Cor any successor form) the per-share exercise price under each such CFC Option shall be adjusted to equal the quotient of (x) the exercise price per share of such CFC Option at which such CFC Option was exercisable immediately prior to the Effective Time divided by (y) the Exchange Ratio, rounded up or down to the nearest whole cent, if necessary. Any election by a holder of a CFC Option to receive cash must be made at least five (5) days prior to the Effective Time in accordance with the procedures implemented by Buyer and CFC with respect to such electionshares of Parent Common Stock and shall 9 use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Parent Options remain outstanding. None of the Company Options are "incentive stock options" within the meaning of Section 422 of the Code.