Common use of Stock Options; Restricted Stock Clause in Contracts

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be converted at the Effective Time into the right to receive an amount of cash equal to (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest; (ii) provide that each share of Company Restricted Stock outstanding immediately prior to the Effective Time shall become at the Effective Time fully vested and free of restrictions on transfer and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding immediately Immediately prior to the Effective Time Time, each outstanding option to purchase shares of Company Stock under any employee stock option or compensation plan or arrangement of the Company (a “Company Stock Option”), whether vested or unvested) not exercisable or vested, shall be converted canceled, and the Company shall pay each such holder at or promptly after the Effective Time into the right to receive for each such Company Stock Option an amount of cash equal in cash, less any applicable tax withholding pursuant to Section 2.07, determined by multiplying (Ai) the excess, if any, of (1) the Per Share Merger Consideration per share of Company Common Stock over (2) the applicable exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied Option by (Bii) the number of shares of Company Common Stock constituting the unexercised portion such holder could have purchased (assuming full vesting of all options) had such holder exercised such Company Stock OptionOption in full immediately prior to the Effective Time; provided, that, for the avoidance of doubt, any Company Stock Option for which amount the applicable exercise price equals or exceeds the Per Share Merger Consideration shall be paid as soon as practicable following cancelled for no consideration. (but in no event more than 15 days afterb) Immediately prior to the Effective Time, without interest; all restrictions on each share of restricted Company Stock outstanding (ii) provide that “Company Restricted Stock”), excluding each share of Company Restricted Stock issued under the Stock Plans that is subject to performance-based vesting conditions, shall lapse, and the Company shall pay each such holder at or promptly after the Effective Time for each such share of Company Restricted Stock an amount in cash equal to the Per Share Merger Consideration, less any applicable tax withholding pursuant to Section 2.07. As of the Effective Time, all such shares of Company Restricted Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive an amount in cash equal to the Per Share Merger Consideration to be paid in accordance with this Section 2.05(b), without interest. (c) Immediately prior to the Effective Time, all restrictions on each share of Company Restricted Stock that is subject to performance-based vesting conditions (the “Company Performance-Based Restricted Stock Awards”) shall lapse, and the Company shall pay each such holder at or promptly after the Effective Time for each such Company Performance- Based Restricted Stock Award an amount in cash equal to the product of (x) the number of shares of Company Restricted Stock subject to such Company Performance-Based Restricted Stock Award immediately prior to the Effective Time (which number, for the avoidance of doubt, shall become at equal the Effective Time fully vested and free number of restrictions shares with set forth with respect to such Company Performance-Based Restricted Stock Award on transfer and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions Section 4.05(b) of Article II hereof; and (iii) make such other changes to the Company Stock Plan as Disclosure Schedules), multiplied by (y) the Company and Parent may agree are appropriate to give effect to the Per Share Merger and the terms of this Agreement. (b) All amounts payable Consideration, less any applicable tax withholding pursuant to Section 6.04(a) shall be subject to any required withholding 2.07. As of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share all such shares of Company Restricted Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive an amount in cash equal to the product of the amounts set forth in clauses (x) and (y) of this Section 2.05(c), without interest. (d) Prior to the Effective Time, the Company shall take, or former holder thereof) or any participant in any Company Stock Plancause to be taken, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder all action that is necessary to acquire any capital stock effect the treatment of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights)Stock Options and Company Restricted Stock as set forth in this Agreement.

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the Company All options to acquire Common Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding immediately prior to the Effective Time (the "Options") under the Company's 2002 Stock Incentive Plan (the "2002 Plan"), whether vested or unvested) not then exercisable, shall (by all necessary and appropriate action which shall be converted taken by the Board of Directors of the Company (the "Company's Board") or such appropriate committee or committees thereof) be canceled at the Effective Time into the right and each holder of an Option shall (i) be entitled to receive therefor an amount of in cash equal to (A) the excess, if any, of (1) the Merger Consideration Stock Price over the per share of Company Common Stock over (2) the exercise price per share of Company such Option, multiplied by the total number of shares of Common Stock subject to such Company Stock Option (the "Option Price" for each such Option and the aggregate amount so payable with respect to all Options being referred to as the "Aggregate Option Price"), without interest, in the manner provided in Section 1.4, to the holder of such Option, multiplied by (B) upon surrender of the number of shares of Company Common Stock constituting agreement representing the unexercised portion of such Company Stock applicable Option, which amount shall be paid as soon as practicable following in full settlement of the Company's (but in no event more than 15 days afterand the Surviving Corporation's) obligations under each such Option, or (ii) to the extent that the per share exercise price of any Option equals or exceeds the Stock Price, at the Effective Time, without interest;not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Surviving Corporation in respect of such Option. Each Option shall after the Effective Time, represent for all purposes, only the right to receive the cash consideration, if any, therefor contemplated by this Section 1.3(a). (iib) provide that each share of Company All Restricted Stock outstanding immediately awarded prior to the Effective Time (the "Restricted Stock") under the 2003 Plan shall become (by all necessary appropriate action which shall be taken by the Company's Board or such committee or committees thereof) be fully vested at the Effective Time. All Restricted Stock that remains deferred at the Effective Time fully vested and free of restrictions on transfer (the "Deferred Restricted Stock") shall be cancelled and the holder thereof shall be entitled to receive, in lieu thereof, an amount equal to the Stock Price multiplied by the number of shares of Common Stock subject to such Restricted Stock award (the "Deferred Restricted Stock Price" for each such award and the aggregate amount so payable with respect to all Deferred Restricted Stock awards being referred to as the "Aggregate Deferred Restricted Stock Price"), payable, without interest, in the manner provided in Section 1.4 to each holder of the Deferred Restricted Stock, upon surrender of the award representing the Deferred Restricted Stock. Each share of Deferred Restricted Stock shall, after the Effective Time, represent for all purposes, only the right to receive the Merger Consideration subject cash consideration contemplated by this Section 1.3(b). The sum of the Aggregate Stock Price, the Aggregate Option Price and the Aggregate Deferred Restricted Stock Price is being referred to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement"Aggregate Purchase Price. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom." (c) The Company shall ensure that following deliver to Purchaser, at least ten days prior to the Effective TimeClosing Date, no updated lists of (i) the holders of Options, indicating the number of Options held by each holder thereof and the exercise price, expiration date and exercisability of a Company Stock Option or share such Options, and (ii) the holders of Company Restricted Stock (or former and Deferred Restricted Stock, indicating, with respect to both items, as applicable, the number of shares of Common Stock subject to each award held by each holder thereof) or any participant in any Company , whether such Restricted Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company is issued and outstanding or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights)issuance thereof has been deferred, the vesting schedule thereof and the forfeiture date thereof.

Stock Options; Restricted Stock. (a) As soon At the Effective Time, all options (the "Outstanding Employee Options") to purchase shares of TeleCorp Common Stock then outstanding and unexercised under the TeleCorp PCS, Inc. 2000 Employee, Director and Consultant Stock Plan, the TeleCorp PCS, Inc. 1999 Stock Option Plan, as practicable following amended to the date of this Agreementhereof, the Company Board Amended and Restated Tritel, Inc. 1999 Stock Option Plan, and the Amended and Restated Tritel, Inc. 1999 Stock Option Plan for Non-employee Directors (orthe "TeleCorp Option Plans"), if appropriatewhether or not then vested or exercisable, by virtue of the Merger and without any committee administering action on the Company part of the holder thereof, shall no longer be options to acquire TeleCorp Common Stock Planand shall automatically become options to acquire AWS Common Stock with such terms as provided in Section 1.8(b). (b) At the Effective Time, each such Outstanding Employee Option shall adopt continue to have, and be subject to, the same terms and conditions set forth in the TeleCorp Option Plans, option agreements thereunder and other relevant documentation immediately prior to the Effective Time, except that such resolutions or take such other actions (if any) as may Outstanding Employee Options will cease to represent an option to purchase shares of TeleCorp Common Stock and will be required to: automatically converted into an option to purchase that number of whole shares of AWS Common Stock equal to the product of (i) provide the number of shares of TeleCorp Common Stock that each unexercised Company Stock Option outstanding were purchasable under such Outstanding Employee Options immediately prior to the Effective Time and (whether vested or unvestedii) shall the applicable Exchange Ratio, rounded up to the nearest whole number of shares of AWS Common Stock. The per-share exercise price for the shares of AWS Common Stock issuable upon exercise of such converted Outstanding Employee Options will be converted at the Effective Time into the right to receive an amount of cash equal to the quotient determined by dividing (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2x) the exercise price per share of Company TeleCorp Common Stock subject to at which such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest; (ii) provide that each share of Company Restricted Stock outstanding Outstanding Employee Options were exercisable immediately prior to the Effective Time shall become at by (y) the Effective Time fully vested applicable Exchange Ratio, and free of restrictions on transfer and rounding the holder thereof shall be entitled to receive the Merger Consideration subject resulting exercise price to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefromnearest whole cent. (c) The Company At the Effective Time, all shares of restricted and unvested TeleCorp Common Stock ("Restricted Shares") granted under any of the TeleCorp Option Plans or otherwise, which are outstanding and subject to restriction as of the Effective Time, shall, without any further action on the part of the holders thereof, automatically and immediately be converted into a number of restricted shares of AWS Common Stock ("AWS Restricted Shares") equal to the product of (i) the number of Restricted Shares held by the grantee immediately prior to the Effective Time and (ii) the applicable Exchange Ratio. Following the Effective Time, each AWS Restricted Share will otherwise continue to be subject to the same terms and conditions set forth in the TeleCorp Option Plans, restricted stock agreements thereunder and any other relevant documentation immediately prior to the Effective Time. At the Effective Time, AWS shall assume all of the further obligations of TeleCorp under the TeleCorp PCS, Inc. 1998 Restricted Stock Plan, which was assumed by TeleCorp on November 13, 2000. (d) AWS or one of its Affiliates shall reserve for issuance a sufficient number of shares of AWS Common Stock for delivery upon exercise of Outstanding Employee Options. As soon as practicable after the Effective Time, AWS shall file a registration statement on Form S-8 (or any successor form or other appropriate form) under the Securities Act covering the shares of AWS Common Stock issuable upon the exercise of the Outstanding Employee Options assumed by AWS, and shall use all its reasonable efforts to cause such registration statement to become effective as soon thereafter as practicable and to maintain such registration in effect until the exercise or expiration of such assumed Outstanding Employee Options. (e) Notwithstanding the foregoing, the number of shares and the per share exercise price of each Outstanding Employee Option that is intended to be an "incentive stock option " (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 422 of the Code. (f) TeleCorp shall take all steps necessary prior to the Effective Time to ensure that no individual shall have the right to exercise any Outstanding Employee Options (or other TeleCorp equity awards) for TeleCorp Common Stock following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).

Stock Options; Restricted Stock. (a) As soon as practicable following Prior to the date of this AgreementEffective Time, the Board of Directors of the Company Board (or, if appropriate, any committee administering the Company Stock Planthereof) shall adopt such appropriate resolutions or and take such all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar rights to purchase Shares (if anythe “Options”) as may under any equity compensation plan of the Company, including the 2002 Stock Option Plan, 2002 Non-Employee Directors Stock Option Plan or the 2003 Equity Incentive Plan (the “Option Plans”), whether or not then exercisable or vested, shall be required to: cancelled and, in exchange therefor, each former holder of any such cancelled Option shall be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash of an amount equal to the product of (i) provide the total number of Shares that each unexercised Company Stock were subject to such Option outstanding immediately prior to the Effective Time and (whether vested or unvested) shall be converted at the Effective Time into the right to receive an amount of cash equal to (Aii) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock Per Share Amount over (2) the exercise price per share of Company such Common Stock that were subject to such Company Stock Option, multiplied by Option (B) such amounts payable hereunder being referred to as the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) “Option Payment”). From and after the Effective Time, without interest;any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. (iib) Newco shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to Section 4.7(a) to any holder of Options such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so deducted and withheld by Newco, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Options in respect of which such deduction and withholding was made by Newco. (c) Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that each share of Company Restricted Stock outstanding that, immediately prior to the Effective Time shall become Time, each outstanding share of restricted Common Stock (other than those with performance vesting, which will be cancelled immediately prior to the Effective Time) under any of the Option Plans will immediately vest and the restrictions associated therewith will automatically be deemed waived at the Effective Time fully vested and free of restrictions on transfer and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this AgreementTime. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).

Stock Options; Restricted Stock. (a) As soon as practicable following Each holder of a stock option (a "Company Option") to purchase shares of Company Common Stock pursuant to any of the date of this AgreementCompany's 1993 Long Term Incentive Plan (the "1993 Plan"), the Company Board Company's 1996 Long Term Incentive Plan (orthe "1996 Plan") or the Company's 1996 Non-Employee Directors Compensation Program (the "1996 Directors Plan" and together with the 1993 Plan and the 1996 Plan, if appropriate, any committee administering the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised "Company Stock Option Plans"), which Company Option is outstanding immediately prior to the Effective Time (whether vested or unvested) not then presently exercisable), shall be converted at the Effective Time into the right entitled to receive receive, and shall receive, in settlement and cancellation thereof, an amount of in cash equal to the product of (Ai) the excess, if any, of the average of the highest and lowest market prices of a Share, as reported on the NYSE on the last trading day immediately prior to the Effective Time (1) the Merger Consideration per share of Company Common Stock "Per Share Amount"), over (2) the exercise price per share of Company Common Stock subject to each such Company Stock Option, multiplied by and (Bii) the number of shares of Company Common Stock constituting the unexercised portion of covered by such Company Option. (b) Each unvested share of restricted Company Common Stock Option(a "Restricted Share") granted pursuant to the 1993 Plan or the 1996 Plan, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest; (ii) provide that each share of Company Restricted Stock Share is outstanding immediately prior to the Effective Time Time, shall become at the Effective Time fully vested and free of restrictions on transfer be canceled and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect in settlement an amount in cash equal to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefromConsideration. (c) The Each holder of an unvested restricted share unit granted pursuant to the 1996 Directors Plan (a "Restricted Share Unit") which Restricted Share Unit is outstanding immediately prior to the Effective Time, shall be entitled to receive, and shall receive, in settlement and cancellation thereof, an amount in cash equal to the Merger Consideration. (d) All payments in respect of Company Options, Restricted Share Units and Restricted Shares shall ensure that be made as soon as practicable following the Effective Time, but not later than ten days after the Effective Time (the "Payment Time") and no holder person shall be entitled to receive any of a such payments until the Payment Time. The Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement Plans shall have any right thereunder to acquire any capital stock terminate as of the Effective Time. Prior to the Effective Time, the Company shall, to the extent necessary, cause each holder of an outstanding Company Option, Restricted Share or Restricted Share Unit to consent to the Surviving Corporation cancellation of such Company Option, Restricted Share or any Restricted Share Unit in consideration for the payment provided herein, and shall take such other equity interest therein (including “phantom” stock or stock appreciation rights)action as may be necessary to carry out the terms of this Section 2.05.

Stock Options; Restricted Stock. (a) As soon as practicable following the date of this Agreement, Parent and the Company Board (or, if appropriate, any committee administering of the Company Board administering Company's Stock Option Plan for Employees, as amended and restated as of January 28, 1998 (the "Option Plan) "), shall adopt such resolutions or take such other actions (if any) action as may be required to: to effect the following provisions of this Section 2.09. At the Effective Time each (iA) provide that each unexercised Company Stock Option outstanding unvested option and (B) vested option whose exercise price immediately prior to the Effective Time equals or exceeds $12.00, in each case to purchase Shares pursuant to the Option Plan (a "Company Stock Option"), which is then outstanding shall be assumed by Parent and converted into an option (or a new substitute option shall be granted) (an "Assumed Stock Option") to purchase the number of shares of Georgia-Pacific Corporation-Georgia-Pacific Group common stock, par value $.80 per share ("Parent Common Stock") (rounded up to the nearest whole share) equal to (x) the number of Shares subject to such option multiplied by (y) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time, at an exercise price per share of Parent Common Stock (rounded down to the nearest xxxxx) equal to (A) the former exercise price per share of Company Common Stock under such option immediately prior to the Effective Time divided by (B) the Merger Consideration divided by the closing price (as reported in the New York City edition of the Wall Street Journal, or if not reported therein, another nationally recognized source) for a share of Parent Common Stock on the date of the Effective Time; provided, however, that in the case of any Company Stock Option which is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above each Assumed Stock Option shall be subject to the same terms and conditions (including expiration date, vesting and exercise provisions) as were applicable to the converted Company Stock Option immediately prior to the Effective Time; provided, however, that if the employment of any holder of an Assumed Stock Option is terminated by the Company other than for cause after the Effective Time, all Assumed Options held by such holder shall be 100% vested and remain exercisable until the earlier of (x) 90 days beginning on the date of such termination and (y) the expiration of the term of the Assumed Option. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Option Plan and the agreements evidencing the grants of such Company Stock Options and indicating that such Company Stock Options and agreements have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by the terms thereof or by this Section 2.09). (c) Parent shall take such actions as are reasonably necessary for the conversion of Company Stock Options into Assumed Stock Options pursuant to this Section 2.09, including the reservation, issuance and listing of shares of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.09. Parent shall use its reasonable best efforts to prepare and file with the SEC as soon as practicable after the Effective Time a registration statement on Form S-8 or other appropriate form with respect to shares of Parent Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement covering such Assumed Stock Options (and to maintain the current status of the prospectus contained therein) for so long as any of such Assumed Stock Options remain outstanding. (d) At the Effective Time, each vested option to purchase Shares under the Option Plan whose exercise price immediately prior to the Effective Time is less than $12.00 and each option to purchase Shares under the Company's Directors' Stock Option Plan, as amended and restated as of January 28, 1998 (the "Directors' Option Plan"), whether vested or unvested) , shall be converted canceled, and Parent shall pay each holder thereof in cash at the Effective Time into the right to receive for each such option an amount of cash equal to determined by multiplying (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the applicable exercise price per share Share of Company Common Stock subject to such Company Stock Option, multiplied option by (B) the number of shares of Company Common Stock constituting the unexercised portion of Shares to which such Company Stock Option, which amount shall be paid as soon as practicable following option relates. (but in no event more than 15 days aftere) At the Effective Time, without interest; (ii) provide that each any restricted Shares or share of Company units awarded pursuant to any plan, arrangement or transaction, including the Restricted Stock Plan for Directors, as amended and restated on January 28, 1998 (the "Directors Restricted Stock Plan"), and the Company's Incentive Compensation Plan, as amended and restated as of January 28, 1998 (the "ICP"), outstanding immediately prior to the Effective Time shall become be cancelled, and Parent shall pay to each holder thereof in cash at the Effective Time fully vested and free of restrictions on transfer and the holder thereof shall be entitled to receive for each such restricted Share or share unit an amount determined by multiplying (A) the Merger Consideration subject by (B) the number of such restricted Shares or share units held by such holder. (f) Prior to the terms and conditions of Article II hereof; and (iii) make such other changes to Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Option Plan, the Directors' Option Plan, the Directors' Restricted Stock Plan as and the Company and Parent may agree ICP) that are appropriate necessary to give effect to the Merger and the terms of transactions contemplated by this AgreementSection 2.09. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights).

Stock Options; Restricted Stock. (a) As soon an incentive for the Executive’s future performance in improving shareholder value, the Company shall grant to the Executive options to purchase seventy-five thousand (75,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the first day of Executive’s employment. The Company shall also grant to the Executive options to purchase seventy-five thousand (75,000) shares of Stock on the first anniversary of Executive’s commencement date of employment. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the foregoing initial one-year period shall be based upon targets adopted annually by the Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the determination as practicable following to the amount of such options or restricted shares, if any, shall be at the sole discretion of the Board of Directors. (b) The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 6.3 or Section 6.5 hereof, and the Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, if applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to the day of the Change in Control. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive or a group including the Executive), either (A) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) For purposes of this Agreement, the Company Board (or, if appropriate, any committee administering the Company Stock Plan) term “Continuing Director” shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be converted at the Effective Time into the right to receive an amount of cash equal to (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest; (ii) provide that each share of Company Restricted Stock outstanding immediately prior to the Effective Time shall become at the Effective Time fully vested and free of restrictions on transfer and the holder thereof shall be entitled to receive the Merger Consideration subject to the terms and conditions of Article II hereof; and (iii) make such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of mean a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock member of the Company Board of Directors who either was a member of the Board of Directors on the date hereof or who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights)Continuing Directors then in office.

Stock Options; Restricted Stock. (a) As soon In anticipation of entering into this Agreement and as practicable following an inducement to the date of this AgreementExecutive to do so, the Company Stock Option Committee of the Board (or, if appropriate, any committee administering of Directors of the Company granted to the Executive (x) on June 15, 2001, an option to purchase 250,000 Common Shares, and (y) on July 9, 2001, 100,000 Restricted Shares, in accordance with the terms of such grants contained in agreements relating thereto between the Executive and the Company. (b) Subject to the absolute authority of the Stock PlanOption Committee of the Board of Directors of the Company from time to time to grant (or not to grant) to eligible individuals options to purchase common stock of the Company ("Options"), it is the intention of the Company and the expectation of the Executive that while the Executive is employed hereunder, the Executive will receive Options annually, on the following terms and conditions (and any Options so granted shall adopt such resolutions or take such other actions (if any) as may be required to:subject to the following terms and conditions, which shall govern any conflicts in the terms hereof with any terms and conditions in any stock option agreement): (i) provide that each unexercised Company Stock Target awards will be in an amount (plus or minus 25%) equal to 150% of Executive's salary; (ii) For purposes of determining the number of shares subject to a given Option outstanding immediately prior to grant, the Effective Time (whether vested or unvested) value of such Option shall be converted at determined using the Effective Time into Black-Scholes valuation method, or another generally recognized valuation method which is being used uniformly by the right to receive an amount of cash equal to Company for its senior executives; (Aiii) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the The exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount Options shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Timefair market value of the common stock on the date of grant, without interest; (ii) provide that each share of Company Restricted Stock outstanding immediately prior to the Effective Time shall become at the Effective Time fully vested and free of restrictions on transfer and the holder thereof Options shall be entitled to receive expire on the Merger Consideration subject to tenth anniversary of the terms and conditions date of Article II hereofgrant; and (iiiiv) make The Options shall vest ratably on the first three anniversaries of the date of grant; provided, however, that all such Options and all other options to purchase Common Shares then held by the Executive which are not then vested (in the aggregate being referred to herein as "Accelerated Options") shall become fully vested and immediately exercisable during the remaining original term of each such Accelerated Option, upon the occurrence of any of the following events ("Acceleration Events"): Executive's Retirement (as defined herein), death, Disability, a Change in Control (as defined herein), and termination of Executive's employment by the Company without Cause or by the Executive for Good Reason; and (v) The Options shall be granted on such other changes terms and conditions as are generally made applicable to Options granted to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock other senior executives of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights)Company.

Stock Options; Restricted Stock. (a) As soon as practicable following the date Each option to purchase Shares granted ------------------------------- to any employee, consultant or director of this Agreement, the Company Board (or, if appropriate, or any committee administering of its subsidiaries pursuant to any of the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding Plans that, immediately prior to the Effective Time (Time, is outstanding, whether vested or unvestednot vested (each, an "Option" and, collectively, the "Options") shall be converted at the Effective Time into canceled in exchange for ------ ------- the right to receive an amount of a cash payment as soon as reasonably practicable, but in no event more than 20 days following the Effective Time, equal to the product (Asuch product, the "Option Consideration") of (i) the excess, excess (if any, ) of (1x) the -------------------- - - Merger Consideration per share of Company Common Stock over (2y) the exercise price per share of Company Common Stock subject to under such Company Stock Option, Option - multiplied by (Bii) the number of shares of Company Common Stock constituting the unexercised portion of Shares covered by such Company Stock Option, which amount cash -- payment shall be paid as soon as practicable following (but reduced by any applicable withholding Taxes and be without interest. The Company shall take all actions reasonably necessary to effectuate the cancellation of each outstanding option in no event more than 15 days after) exchange for the Effective TimeOption Consideration, including, without interest; (ii) provide that each share limitation, obtaining consents of the Option holders, if the Company Restricted Stock outstanding deems it necessary to do so. All shares of restricted stock granted to any employee, consultant or director of the Company or any of its subsidiaries that, immediately prior to the Effective Time shall become at Time, are outstanding shall, as of the Effective Time Time, become fully vested and free of restrictions on transfer and nonforfeitable Shares, which will be converted into the holder thereof shall be entitled right to receive the Merger Consideration subject to the terms in accordance with Section 3.1(c). Any and conditions of Article II hereof; and (iii) make such other changes all sums paid to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in of its subsidiaries, or withheld from the compensation of any Company Stock Planemployee, Company Benefit Plan consultant or Company Benefit Agreement shall have any right thereunder to acquire any capital stock director of the Company or any of its subsidiaries, in connection with the Surviving Corporation purchase by any such employee, consultant or any other equity interest therein (including “phantom” director of restricted stock shall, if such sums have not yet been used to purchase restricted stock, be returned to such employee, consultant or stock appreciation rights)director as promptly as practicable after the Closing Date.

Stock Options; Restricted Stock. (a) As soon as practicable following the date Each option to purchase Shares granted to any employee, consultant or director of this Agreement, the Company Board (or, if appropriate, or any committee administering of its subsidiaries pursuant to any of the Company Stock Plan) shall adopt such resolutions or take such other actions (if any) as may be required to: (i) provide that each unexercised Company Stock Option outstanding Plans that, immediately prior to the Effective Time (Time, is outstanding, whether vested or unvestednot vested (each, an "Option" and, collectively, the "Options") shall be converted at the Effective Time into canceled in exchange for the right to receive an amount of a cash payment as soon as reasonably practicable, but in no event more than 20 days following the Effective Time, equal to the product (Asuch product, the "Option Consideration") of (i) the excess, excess (if any, ) of (1x) the Merger Consideration per share of Company Common Stock over (2y) the exercise price per share of Company Common Stock subject to under such Company Stock Option, Option multiplied by (Bii) the number of shares of Company Common Stock constituting the unexercised portion of Shares covered by such Company Stock Option, which amount cash payment shall be paid as soon as practicable following (but reduced by any applicable withholding Taxes and be without interest. The Company shall take all actions reasonably necessary to effectuate the cancellation of each outstanding option in no event more than 15 days after) exchange for the Effective TimeOption Consideration, including, without interest; (ii) provide that each share limitation, obtaining consents of the Option holders, if the Company Restricted Stock outstanding deems it necessary to do so. All shares of restricted stock granted to any employee, consultant or director of the Company or any of its subsidiaries that, immediately prior to the Effective Time shall become at Time, are outstanding shall, as of the Effective Time Time, become fully vested and free of restrictions on transfer and nonforfeitable Shares, which will be converted into the holder thereof shall be entitled right to receive the Merger Consideration subject to the terms in accordance with Section 3.1(c). Any and conditions of Article II hereof; and (iii) make such other changes all sums paid to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in of its subsidiaries, or withheld from the compensation of any Company Stock Planemployee, Company Benefit Plan consultant or Company Benefit Agreement shall have any right thereunder to acquire any capital stock director of the Company or any of its subsidiaries, in connection with the Surviving Corporation purchase by any such employee, consultant or any other equity interest therein (including “phantom” director of restricted stock shall, if such sums have not yet been used to purchase restricted stock, be returned to such employee, consultant or stock appreciation rights)director as promptly as practicable after the Closing Date.

Stock Options; Restricted Stock. (a) As soon of the Effective Time, each option (“Company Option”) which has been granted under the Company’s Amended and Restated 1999 Long Term Incentive Plan or 2008 Long-Term Incentive Plan or any predecessor plans thereto (collectively, the “Company Stock Plan”) and is outstanding at the Effective Time, whether or not then exercisable, will either, at the election of the holder of a Company Option made not less than ten (10) Business Days prior to the Effective Time: (A) be exchanged for, and the holder of each such Company Option will be entitled to receive, upon surrender of the Company Option for cancellation, cash in an amount equal to the number of shares of Company Common Stock covered by such Company Option multiplied by the excess, if any, of the Per Share Amount over the exercise price per share of such Company Option (the “Option Payment”), or (B) shall remain outstanding under the Company Stock Plan except that the holder of such Company Option will be entitled to receive Parent Common Stock Consideration upon exercise thereof on the following terms: (A) the number of shares of Parent Common Stock which may be acquired pursuant to such Company Stock Option shall be equal to the product of the number of shares of Company Common Stock covered by the Company Option multiplied by 1.2025; provided that any fractional share of Parent Common Stock resulting from such multiplication shall be rounded up to the nearest whole share; (B) the exercise price per share of Parent Common Stock shall be equal to the exercise price per share of Company Common Stock of such Company Option, divided by 1.2025, provided that such exercise price shall be rounded up to the nearest whole cent; (C) the duration and other terms of such Parent Stock Option shall be identical to the duration and other terms of such Company Option (giving effect to the terms of the Company Stock Option Plans or the Company Options providing for accelerated vesting as a result of the transactions contemplated by this Agreement) except that all references to Company shall be deemed to be references to Parent and its affiliates, where the context so requires, and shall remain exercisable until the stated expiration date of the corresponding Company Option. In the absence of an election by the holder of a Company Option, Company Options held by such holder shall be converted to cash and delivered to the holder of the Company Option. (b) As promptly as reasonably practicable following the date of this Agreement, the Company Board of Directors (or, if appropriate, any committee administering the Company Stock Planthereof) shall adopt such resolutions or take such other actions (if any) as it may be required to: (i) deem necessary to provide that each unexercised Company Stock Option outstanding immediately prior to the Effective Time (whether vested or unvested) shall be converted that, at the Effective Time into the right to receive an amount of cash equal to (A) the excess, if any, of (1) the Merger Consideration per share of Company Common Stock over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the number of shares of Company Common Stock constituting the unexercised portion of such Company Stock Option, which amount shall be paid as soon as practicable following (but in no event more than 15 days after) the Effective Time, without interest; (ii) provide that each share of restricted stock or stock equivalents under the Company Stock Plan outstanding under the Company Stock Plan (“Company Restricted Stock”) granted subject to vesting or other lapse restrictions pursuant to the Company Stock Plan which is outstanding immediately prior to the Effective Time shall vest and become free of such restrictions as of the Effective Time and, at the Effective Time fully vested and free of restrictions on transfer and Time, the holder thereof shall of such share of Company Restricted Stock shall, subject to this Article III, be entitled to receive the Merger Consideration subject with respect to the terms and conditions of Article II hereof; and (iii) make each such other changes to the Company Stock Plan as the Company and Parent may agree are appropriate to give effect to the Merger and the terms of this Agreement. (b) All amounts payable pursuant to Section 6.04(a) shall be subject to any required withholding of taxes or proof of eligibility of exemption therefrom. (c) The Company shall ensure that following the Effective Time, no holder of a Company Stock Option or share of Company Restricted Stock (or former holder thereof) or any participant in any Company Stock Plan, Company Benefit Plan or Company Benefit Agreement shall have any right thereunder to acquire any capital stock of the Company or the Surviving Corporation or any other equity interest therein (including “phantom” stock or stock appreciation rights)Stock.