Common use of Stock Options and Restricted Stock Clause in Contracts

Stock Options and Restricted Stock. At the Effective Time, each outstanding option to purchase ICB common stock (an “ICB Stock Option”) without any action on the part of any holder thereof, shall be converted automatically into an option to purchase a number of shares of common stock of ONB (each, an “ONB Stock Option”) equal to the product (rounded down to the nearest whole share) of (A) the number of shares of ICB common stock subject to such ICB Stock Option and (B) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price of such ICB Stock Option divided by (2) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each ONB Stock Option will become fully vested, and shall otherwise continue to be governed by the same terms and conditions as were applicable under the related ICB Stock Option immediately prior to the Effective Time. As soon as practicable after the Effective Time, ONB shall file an appropriate registration statement with respect to the shares of ONB Common Stock subject to ONB Stock Options and shall use its reasonable best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. Subject to any action required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately prior to the Closing shall have those restrictions lapse at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive Plan.

Stock Options and Restricted Stock. (a) It is acknowledged that, in connection with the Merger, the Company's Stock Option Plans provide for the acceleration prior to the Effective Time of each unvested option to purchase shares of Company Common Stock ("Company Options") granted thereunder and the lapse prior to the Effective Time of all restrictions on restricted shares of Company Common Stock issued thereunder. At the Effective Time, the Stock Option Plans and the Company's obligations with respect to each Company Option under the Stock Option Plans will be assumed by Parent. Each Company Option so assumed by Parent under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Stock Option Plan and the documents governing the outstanding option Company Option under such Stock Option Plan pursuant to purchase ICB common stock which such Company Option was issued, as in effect immediately prior to the Effective Time, except that (an “ICB i) such Company Option will be exercisable for that number of whole shares of Parent Common Stock Option”) without any action on equal to the part product of any holder thereof, shall be converted automatically into an option to purchase a the number of shares of common stock Company Common Stock that were issuable upon exercise of ONB (each, an “ONB Stock Option”) equal such Company Option immediately prior to the product (Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share) of (A) the number of shares of ICB common stock subject to such ICB Stock Option Parent Common Stock, and (Bii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, at an and rounding the resulting exercise price per share (rounded up to the nearest whole cent. (b) equal to (1) the exercise price of such ICB Stock Option divided by (2) the Exchange Ratio. Except as specifically provided above, following After the Effective Time, Parent will issue to each ONB Stock Option will become fully vestedperson who, and shall otherwise continue to be governed by the same terms and conditions as were applicable under the related ICB Stock Option immediately prior to the Effective Time. As soon as practicable after , was a holder of an outstanding Company Option, a document evidencing the Effective Time, ONB shall file an appropriate registration statement with respect to the foregoing assumption of such Company Option and Stock Option Plans by Parent. (c) Parent will reserve sufficient shares of ONB Parent Common Stock subject to ONB Stock Options and shall use its reasonable best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. Subject to any action required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted issuance under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately prior to the Closing shall have those restrictions lapse at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive PlanSection 5.6 hereof.

Stock Options and Restricted Stock. (a) Scripps and PCB acknowledge that the Merger shall constitute, for purposes of the PCB Stock Option Plan, a merger in which PCB is not the surviving corporation. At the Effective Time, each all outstanding option rights with respect to purchase ICB common PCB Common Stock pursuant to stock options under the PCB Stock Option Plan (an “ICB Stock Option”) without any action on the part of any holder thereof"PCB STOCK OPTIONS"), whether or not then exercisable, shall be converted automatically into an and become rights with respect to Scripps Common Stock, and Scripps shall assume each PCB Stock Option in accordance with the terms of the PCB Stock Option Plan under which it was issued and the stock option to purchase a number of agreement by which it is evidenced. From and after the Effective Time, (i) each PCB Stock Option assumed by Scripps may be exercised solely for shares of common stock of ONB Scripps Common Stock, (each, an “ONB Stock Option”) equal to the product (rounded down to the nearest whole share) of (Aii) the number of shares of ICB common stock Scripps Common Stock subject to such ICB each PCB Stock Option shall be equal to the number of full shares of Scripps Common Stock as the holder of such PCB Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (the "DEEMED SCRIPPS SHARES") and (Biii) the Exchange Ratio, at an per share exercise price per share (rounded up to the nearest whole cent) for each such PCB Stock Option shall be equal to (1y) the aggregate exercise price for the shares of PCB Common Stock otherwise purchasable pursuant to such ICB PCB Stock Option divided by (2z) the Exchange Ratio. Except as specifically provided aboveDeemed Scripps Shares; provided, following however, that in the Effective Timecase of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("INCENTIVE STOCK OPTIONS"), each ONB Stock Option will become fully vestedthe option price, the number of shares purchasable pursuant to such option and shall otherwise continue to be governed by the same terms and conditions as were applicable under of exercise of such option shall be determined in order to comply with Section 424(a) of the related ICB Stock Option immediately Code. At or prior to the Effective Time, PCB shall use its best efforts to make all necessary arrangements with respect to the PCB Stock Option Plan to permit the assumption of the unexercised PCB Stock Options by Scripps pursuant to this Section 5.8. (b) Scripps shall use reasonable efforts to (i) comply with the terms of the PCB Stock Option Plans and (ii) ensure, to the extent required by, and subject to the provisions of, such Plans, that PCB Stock Options which qualified as incentive stock options prior to the Effective Time qualify as incentive stock options of Scripps after the Effective Time. (c) At or prior to the Effective Time, Scripps shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Scripps Common Stock for delivery upon exercise of PCB Stock Options assumed by it in accordance with this Section 5.8. As soon as practicable possible after the Effective Time, ONB Scripps shall file an appropriate registration statement a request for permit or exemption, as the case may be, with the CDFI with respect to the shares of ONB Scripps Common Stock subject to ONB Stock Options and shall use its reasonable best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. Subject to any action required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately prior to the Closing shall have those restrictions lapse at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive Planoptions.

Stock Options and Restricted Stock. At (a) As of the Effective Time, (i) each outstanding option to purchase ICB common stock (an “ICB Citicorp Employee Stock Option”) without any action on the part of any holder thereof, Option shall be converted automatically into an option (an "Adjusted Option") to purchase a the number of shares of common stock of ONB (each, an “ONB Travelers Common Stock Option”) equal to the product number of shares of Citicorp Common Stock subject to such Citicorp Employee Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (rounded to the nearest whole number of shares of Travelers Common Stock), at an exercise price per share equal to the exercise price for each such share of Citicorp Common Stock subject to such option divided by the Exchange Ratio (rounded down to the nearest whole sharecent), and all references in each such option to Citicorp shall be deemed to refer to Travelers, where appropriate; provided, however, that the adjustments provided in this clause (i) with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) or which are described in Section 423 of the Code, shall be affected in a manner consistent with the requirements of Section 424(a) of the Code, and (Aii) Travelers shall assume the obligations of Citicorp under the Citicorp Stock Plans. The other terms of each Adjusted Option, and the plans or agreements under which they were issued, shall continue to apply in accordance with their terms. The date of grant of each Adjusted Option shall be the date on which the corresponding Citicorp Employee Stock Option was granted. (b) As of the Effective Time, (i) each outstanding award (including restricted stock, deferred stock, phantom stock, stock equivalents and stock units) (each a "Citicorp Award") under any Citicorp Stock Plan shall be converted into the same instrument of Travelers, in each case with such adjustments (and no other adjustments) to the terms of such Citicorp Awards as are necessary to preserve the value inherent in such Citicorp Awards with no detrimental effects on the holder thereof and (ii) Travelers shall assume the obligations of Citicorp under the Citicorp Awards. The other terms of each Citicorp Award, and the plans or agreements under which they were issued, shall continue to apply in accordance with their terms. (c) Citicorp and Travelers agree that each of the Citicorp Stock Plans and Travelers Stock Plans shall be amended, to the extent necessary, to reflect the transactions contemplated by this Agreement, including, but not limited to the conversion of shares of Citicorp Common Stock held or to be awarded or paid pursuant to such benefit plans, programs or arrangements into shares of Travelers Common Stock on a basis consistent with the transactions contemplated by this Agreement. Citicorp and Travelers agree to submit the amendments to the Travelers Stock Plans or the Citicorp Stock Plans to their respective stockholders, if such submission is determined to be necessary by counsel to Citicorp or Travelers after consultation with one another; provided, however, that such approval shall not be a condition to the consummation of the Merger. (d) Travelers shall (i) reserve for issuance the number of shares of ICB common stock Travelers Common Stock that will become subject to such ICB Stock Option the benefit plans, programs and arrangements referred to in this Section 5.06 and (Bii) issue or cause to be issued the Exchange Ratioappropriate number of shares of Travelers Common Stock pursuant to applicable plans, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) programs and arrangements, upon the exercise price or maturation of such ICB Stock Option divided by (2) rights existing thereunder on the Exchange RatioEffective Time or thereafter granted or awarded. Except as specifically provided above, following No later than the Effective Time, each ONB Travelers shall prepare and file with the SEC a registration statement on Form S- 8 (or other appropriate form) registering a number of shares of Travelers Common Stock Option will become fully vested, necessary to fulfill Travelers' obligations under this Section 5.06. Such registration statement shall be kept effective (and the current status of the prospectus required thereby shall otherwise continue to be governed by the same terms and conditions maintained) for at least as were applicable under the related ICB Stock Option immediately prior to the Effective Time. long as Adjusted Options or Citicorp Awards remain outstanding. (e) As soon as practicable after the Effective Time, ONB Travelers shall file an appropriate registration statement with respect deliver to the shares holders of ONB Common Stock subject to ONB Citicorp Employee Stock Options and Citicorp Awards appropriate notices setting forth such holders' rights pursuant to the respective Citicorp Stock Plans and the agreements evidencing the grants of such Citicorp Employee Stock Options and Citicorp Awards and that such Citicorp Employee Stock Options and Citicorp Awards and the related agreements shall use its reasonable best efforts be assumed by Travelers and shall continue in effect on the same terms and conditions (subject to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. Subject to any action adjustments required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted under this Section after giving effect to the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately Merger). (f) Citicorp will exchange each outstanding Book Value Share prior to the Closing shall have those restrictions lapse at Closing and Effective Time for such shares shall convert into number of Citicorp Common Shares having a fair market value as of the Merger Consideration as provided in this Article II. Shares date of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject exchange equal to the vesting and transferability restrictions set forth in the award agreements for book value of such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive PlanBook Value Share.

Stock Options and Restricted Stock. At the Effective Time, each outstanding option (a) Executive currently holds options to purchase ICB 655,990 shares of the Company’s common stock (an the “ICB Outstanding Options”). The Outstanding Options were issued pursuant to the La Jolla Pharmaceutical Company 1994 Stock OptionIncentive Plan (the “1994 Plan”) without and the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan (the “2004 Plan” and, together with the 1994 Plan, the “Plans”). In accordance with Executive’s employment agreement, all of the Outstanding Options will automatically vest and become fully exercisable as of the Resignation Date and will remain exercisable for a period equal to the remaining term of the Outstanding Options. For the sake of clarity, in no event may such Outstanding Options be exercisable beyond the original term thereof. Notwithstanding the foregoing, if any action option qualifies as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended beyond the termination date otherwise provided by the award grant unless Executive elects to forego incentive stock option treatment and to extend the exercise period thereof as provided herein. The exercise price of the Outstanding Options shall remain unchanged. (b) If, within one year of the Resignation Date, employee stock options granted to any executive officer of the Company (or its successor) or non-employee directors’ options granted to any member of the Company’s board of directors (or members of the board of directors of its successor) are repriced, then the Company shall provide similar repricing at the election of Executive for all Outstanding Options that have not expired and remain unexercised. If necessary to accomplish any repricing of Outstanding Options, the Company agrees to engage Executive as a consultant on customary and reasonable terms, to the part extent required under applicable laws and regulations and any documents governing the Outstanding Options, to make Executive eligible to have his Outstanding Options repriced. Notwithstanding anything to the contrary in this Agreement or the plans or awards under which the Outstanding Options were granted to Executive, the Company shall have no obligation to register Executive’s repriced options under the Securities Act of any holder thereof1933, as amended (the “Securities Act”), and shall be converted automatically into an option have no obligation to purchase make Executive a number consultant or advisor of the Company solely for the purpose of making Executive’s repriced options or shares of common stock underlying such repriced options eligible for inclusion in any registration statement under the Securities Act that the Company has otherwise filed or is otherwise filing with respect to stock options granted to individuals other than Executive or the shares of ONB common stock underlying such options. (each, an “ONB Stock Option”c) equal Pursuant to the product terms of that certain agreement dated October 6, 2005 (rounded down to the nearest whole share) of (A) “Retention Agreement”), the number of Company granted Executive 29,120 shares of ICB common restricted stock subject to such ICB Stock Option and (B) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price of such ICB Stock Option divided by (2) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each ONB Stock Option will become fully vested, and shall otherwise continue to be governed by the same terms and conditions as were applicable under the related ICB Stock Option immediately prior to 2004 Plan (the Effective Time“Restricted Stock”). As soon as practicable after the Effective Time, ONB shall file an appropriate registration statement The Company’s repurchase right with respect to the shares of ONB Common Restricted Stock subject to ONB Stock Options and shall use its reasonable best efforts to maintain will immediately lapse upon the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) for so long as such options remain outstanding. Subject to any action required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately prior to the Closing shall have those restrictions lapse at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive PlanResignation Date.

Stock Options and Restricted Stock. (a) At the Effective Time, each option granted by PFC under the PFC Option Plans, which is outstanding option and unexercised immediately prior thereto shall cease to purchase ICB common stock (an “ICB represent a right to acquire shares of PFC Common Stock Option”) without any action on the part of any holder thereof, and shall be converted automatically into an a fully-vested option to purchase a shares of TSFG Common Stock in an amount and at an exercise price determined as provided below (and in accordance with the terms of the applicable PFC Option Plan), the agreements evidencing grants thereunder, and any other agreements between PFC and an optionee regarding PFC Options): (1) the number of shares of common stock of ONB (each, an “ONB TSFG Common Stock Option”) to be subject to the new option shall be equal to the product (of the number of shares of PFC Common Stock subject to the original option immediately prior to the Effective Time and the Per Share Stock Consideration, provided that any fractional shares of TSFG Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) the exercise price per share of TSFG Common Stock under the new option shall be equal to the exercise price per share of PFC Common Stock under the original option immediately prior to the Effective Time divided by the Per Share Stock Consideration, provided that such exercise price shall be rounded up to the nearest cent. (Ab) Immediately prior to the Effective Time, each restricted stock award granted by PFC that is held by any PFC employee or director will be deemed fully vested, all restrictions deemed to lapse and all performance conditions deemed fully achieved. (c) Prior to the Effective Time, TSFG shall reserve for issuance the number of shares of ICB common stock subject TSFG Common Stock necessary to such ICB Stock Option and (B) satisfy TSFG's obligations under this Section. TSFG shall file with the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price of such ICB Stock Option divided by (2) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each ONB Stock Option will become fully vested, and shall otherwise continue to be governed by the same terms and conditions as were applicable under the related ICB Stock Option immediately prior to the Effective Time. As soon as practicable SEC no later than ten business days after the Effective Time, ONB shall file a registration statement on an appropriate registration statement form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of ONB TSFG Common Stock subject to ONB options to acquire TSFG Common Stock Options issued pursuant to this Section, and shall use its reasonable best efforts to maintain the effectiveness of the registration statement (and maintain the current status of the prospectus contained therein) , as well as comply with applicable state securities or “blue sky” laws, for so long as such options remain outstanding. Subject ; provided, however, that TSFG shall only be required to file and maintain the effectiveness of such registration statement with respect to options that are eligible to be registered on a Form S-8. (d) Prior to the Effective Time, TSFG and PFC shall take all such steps as may be required to cause any acquisitions of TSFG equity securities (including derivative securities with respect to any action required TSFG equity securities) and dispositions of PFC equity securities (including derivative securities with respect to any PFC equity securities) resulting from the transactions contemplated by ICB’s Stock Option Committee and any consent required this Agreement by any holder of restricted stock, shares of restricted stock granted under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately prior to the Closing shall have those restrictions lapse at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock held by Xxxx X. Xxxxx, Xx. at the Closing shall be converted into the Merger Consideration as provided in this Article II, but such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue each individual who is anticipated to be subject to the terms reporting requirements of Section 16(a) of the Indiana Community Bancorp 2010 Stock Option and Incentive PlanExchange Act with respect to TSFG or who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to PFC, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Stock Options and Restricted Stock. At (a) On or prior to the Closing Date, Ralcorp shall take such action as may be necessary in order to obtain any required consents to insure that at the Effective Time, each all rights to acquire Ralcorp Common Stock pursuant to the ISP (the "Ralcorp Options") held by Branded Employees, which are outstanding option to purchase ICB common stock (an “ICB Stock Option”) without any action on at the part of any holder thereofEffective Time, whether or not then exercisable, shall be converted automatically into an and become rights with respect to Acquiror Common Stock, and Acquiror shall assume each such Ralcorp Option, in accordance with the stock option to purchase a number of agreement by which it is evidenced, so that from and after the Effective Time, (i) each such Ralcorp Option assumed by Acquiror may be exercised solely for shares of common stock of ONB Acquiror Common Stock, (each, an “ONB Stock Option”) equal to the product (rounded down to the nearest whole share) of (Aii) the number of shares of ICB common stock Acquiror Common Stock subject to each such Ralcorp Option shall be equal to the number of shares of Ralcorp Common Stock subject to such ICB Stock Ralcorp Option and immediately prior to the Effective Time multiplied by the Merger Agreement Ratio (B) the Exchange Ratioas defined below), at an exercise price per share (rounded up down to the nearest whole cent) equal to share and (1iii) the per share exercise price of under each such ICB Stock Ralcorp Option divided shall be adjusted by (2) dividing the Exchange per share exercise price under each such option by the Merger Adjustment Ratio. Except as specifically provided above, following rounded down to the Effective Timenearest cent; provided, however, each ONB Stock such Ralcorp Option will become fully vested, and shall otherwise continue be subject to be governed by the same terms and conditions as were applicable under the related ICB Stock Option in effect immediately prior to the Effective Time, including restrictions on exercisability. As soon as practicable after The "Merger Adjustment Ratio" shall mean the Effective Timeratio of (i) the average of the daily average of the high and low sale prices on the NYSE Composite Index for the Ralcorp Stock, ONB shall file an appropriate registration statement [trading regular way with respect due bills] for the Common Stock, for the ten trading day period prior to Distribution Date to (ii) the shares Average Value of ONB Acquiror Common Stock subject to ONB Stock Options and shall use its reasonable best efforts to maintain (as defined in the effectiveness of the registration statement Merger Agreement). (and maintain the current status of the prospectus contained thereinb) for so long as such options remain outstanding. Subject to any action required by ICB’s Stock Option Committee and any consent required by any holder of restricted stock, shares of restricted stock granted under the Indiana Community Bancorp 2010 Stock and Incentive Plan to persons after other than Xxxx X. Xxxxx, Xx. that are subject to transfer restrictions immediately On or prior to the Closing Distribution Date, Ralcorp shall have those restrictions lapse take such action as may be necessary in order to obtain any required consents to insure that at Closing and such shares shall convert into the Merger Consideration as provided in this Article II. Shares of restricted stock Distribution Date, all rights to acquire Ralcorp Common Stock pursuant to the Ralcorp Options (other than Ralcorp Options held by Xxxx X. XxxxxBranded Employees), Xx. which are outstanding at the Closing Distribution Date, whether or not then exercisable, shall be converted into the Merger Consideration as provided in this Article II, but waived by such Merger Consideration shall continue to be held subject to the vesting and transferability restrictions set forth in the award agreements for such restricted stock and shall continue to be subject to the terms of the Indiana Community Bancorp 2010 Stock Option and Incentive Planemployees.