Common use of Stock Options and Stock Appreciation Rights Clause in Contracts

Stock Options and Stock Appreciation Rights. 7.9.1. At and as of the Effective Time of the Merger, GBB shall assume each and every outstanding option to purchase shares of BAB Stock ("BAB Stock Option") and all obligations of BAB under the BAB Stock Option Plan. Each and every BAB Stock Option so assumed by GBB under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the BAB Stock Option Plan and in the other documents governing such BAB Stock Option immediately prior to the Effective Time of the Merger, except that: (i) such BAB Stock Option shall be exercisable for that number of whole shares of GBB Stock equal to the product of (A) the number of shares of BAB Stock that were purchasable under such BAB Stock Option immediately prior to the Effective Time of the Merger multiplied by (B) the Conversion Ratio, rounded down to the nearest whole number of shares of GBB Stock; and (ii) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BAB Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per share of BAB Stock at which such BAB Stock Option was exercisable immediately prior to the Effective Time of the Merger by (B) the Conversion Ratio. Prior to the Effective Time of the Merger, GBB shall issue to each holder of an outstanding BAB Stock Option a document evidencing the assumption of such BAB Stock Option by GBB pursuant to this Section 7.9. 7.9.2. GBB shall comply with the terms of the BAB Stock Option Plan and insure, to the extent required by, and subject to the provisions of, such Plans, that BAB Stock Options which qualify as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Merger. 7.9.3. At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9.

Stock Options and Stock Appreciation Rights. 7.9.1. At (a) As soon as practicable following the date of this Agreement, the Board of Directors of Partners (or, if appropriate, any committee administering the Partners Stock Plan or Partners 1995 Stock Appreciation Rights Plan (the "Partners SAR Plan", and as together with the Partners Stock Plan, the "Partners Incentive Plans"), if requested by NTL, shall, subject to the rights of the holders thereunder, adopt such resolutions or take such other actions as may be required to effect the following: (i) adjust the terms of all outstanding Partners Employee Stock Options granted under Partners Stock Plan, whether vested or unvested, as necessary to provide that, at the Effective Time of the MergerTime, GBB shall assume each and every outstanding option to purchase shares of BAB Stock ("BAB Stock Option") and all obligations of BAB under the BAB Partners Employee Stock Option Plan. Each and every BAB Stock Option so assumed by GBB under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the BAB Stock Option Plan and in the other documents governing such BAB Stock Option outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent an option to acquire, on the same terms and conditions as were applicable under such Partners Employee Stock Option, the number of shares of NTL Common Stock equal to the Mergernumber of shares of Partners Common Stock subject to the Partners Employee Stock Option, except that: multiplied by the Exchange Ratio (isuch product rounded up to the nearest whole number), at an exercise price per share of NTL Common Stock (rounded down to nearest whole cent) equal to (A) the aggregate exercise price for the shares of Partners Common Stock otherwise purchasable pursuant to such BAB Partners Employee Stock Option shall be exercisable for that divided by (B) the aggregate number of whole shares of GBB NTL Common Stock equal deemed to the product of (A) the number of shares of BAB Stock that were purchasable under be subject to such BAB Partners Employee Stock Option in accordance with the foregoing (each, as so adjusted, an "Adjusted Option"); (ii) adjust the terms of all outstanding Partners stock appreciation rights (the "Partners SARs") granted under the Partners SAR Plan as necessary to provide that, at the Effective Time, each Partners SAR outstanding immediately prior to the Effective Time shall be adjusted and thereafter represent a right to receive an amount of cash, on the Merger same terms and conditions as were applicable under such Partners SAR, without regard to any provision reducing the period of exercise of such Partners SAR pursuant to the cessation of service as a director of Partners, equal to the amount by which the Fair Market Value (as defined in the Partners SAR Plan) per share of NTL Common Stock multiplied by the Exchange Ratio (B) the Conversion Ratio, rounded down to the nearest whole number of shares of GBB Stock; and (iicent) the per share exercise price for the shares of GBB Stock issuable upon exercise of such BAB Stock Option shall be equal to the quotient determined by dividing (A) the exercise exceeds a base price per share of BAB NTL Common Stock at which such BAB Stock Option was exercisable immediately prior equal to the Effective Time of base price for the Merger by Partners Class A Common share subject to such Partners SAR (Beach, as so adjusted, an "Adjusted SAR"); and (iii) the Conversion Ratio. Prior take such other actions relating to the Partners Incentive Plans as Partners and NTL may agree are appropriate to give effect to the Amalgamation, including as provided in Section 5.7. (b) As soon as practicable after the Effective Time Time, NTL shall deliver to the holders of Partners Employee Stock Options and Partners SARs appropriate notices setting forth such holders' rights pursuant to the Mergerrespective Partners Incentive Plan and the agreements evidencing the grants of awards thereunder and that such awards and agreements shall be assumed by NTL and shall continue in effect on the same terms and conditions (subject to the provisions of this Section 5.6, GBB shall issue including adjustments required by this Section 5.6 after giving effect to each the Amalgamation). (c) A holder of an outstanding BAB Stock Adjusted Option or Adjusted SAR may exercise such Adjusted Option or Adjusted SAR in whole or in part in accordance with its terms by delivering a document evidencing properly executed notice of exercise to NTL, together with the assumption of such BAB Stock Option consideration therefor and the federal withholding tax information, if any, required in accordance with the related Partners Incentive Plan. (d) Except as otherwise contemplated by GBB pursuant to this Section 7.9. 7.9.2. GBB shall comply with 5.6 and except to the extent required under the respective terms of the BAB Partners Employee Stock Option Plan Options and insurePartners SARs in effect as of the date hereof, all restrictions or limitations on transfer and vesting with respect to Partners Employee Stock Options and Partners SARs awarded under the Partners Incentive Plans or any other plan, program or arrangement of Partners or any of its subsidiaries, to the extent required bythat such restrictions or limitations shall not have already lapsed, shall remain in full force and subject effect with respect to such options and SARs after giving effect to the provisions of, such Plans, that BAB Stock Options which qualify Amalgamation and the assumption by NTL as incentive stock options prior to the Effective Time of the Merger qualify as incentive stock options of GBB after the Effective Time of the Mergerset forth above. 7.9.3. At or prior to the Effective Time of the Merger, GBB shall take all corporate action necessary to reserve for issuance a sufficient number of shares of GBB Stock for delivery upon exercise of GBB Stock Options assumed by it in accordance with this Section 7.9.