Common use of Stock Options and Stock Plans Clause in Contracts

Stock Options and Stock Plans. (a) Parent and the Company shall take all actions necessary to provide that at the Effective Time, (i) each Company Option (defined below) surrendered for cash, shall be canceled, and (ii) in consideration of such cancellation, and except to the extent that Parent or Merger Sub and the holder of any such Company Option otherwise agree, the Company shall pay to each such holder of Company Options an amount in cash in respect thereof equal to the product of (1) the excess, if any, of the Merger Consideration over the per share exercise price thereof and (2) the number of Shares subject thereto immediately prior to the Effective Time less applicable withholding taxes. "Company Option" means any option granted, whether or not exercisable (it being understood that all Company Options shall be deemed to be, and shall be treated under this Article II as though, such Company Options were fully vested and fully exercisable immediately prior to the Effective Time), and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any of its subsidiaries or any predecessor thereof to purchase Shares pursuant to the Amended Management Option Plan (1995), the 1996 Stock Option Plan, and the 1997 Directors Stock Option Plan (collectively, the "Option Plans").