Common use of Stock Options; Restricted Stock Clause in Contracts

Stock Options; Restricted Stock. (a) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares granted to employees, directors, including members of the Supervisory Board, or independent contractors of Seller or any of its Subsidiaries under the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule (the "SELLER STOCK OPTION PLANS") that is outstanding immediately prior to the Closing Date (each, a "SELLER STOCK OPTION"). The holder of each such Seller Stock Option, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price per share of such Seller Stock Option and shall have no further rights with respect to such Seller Stock Option. (b) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each outstanding restricted Seller Share (a "SELLER RESTRICTED SHARE") (whether or not vested or exercisable) granted under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule (the "SELLER RESTRICTED STOCK PLANS"). The holder of each such Seller Restricted Share, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted Share. (c) Prior to the Closing Date, Seller shall make or procure any amendments to the terms of such Seller Stock Option Plans and any related stock option agreements and the Seller Restricted Stock Plans and any related restricted stock agreements that are necessary to give effect to the transactions contemplated by this Section 2.04 and to terminate or procure the termination of such plans and agreements.

Stock Options; Restricted Stock. (a) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares granted to employees, directors, including members of the Supervisory Board, or independent contractors of Seller or any of its Subsidiaries under the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule (the "SELLER STOCK OPTION PLANSSeller Stock Option Plans") that is outstanding immediately prior to the Closing Date (each, a "SELLER STOCK OPTIONSeller Stock Option"). The holder of each such Seller Stock Option, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price per share of such Seller Stock Option and shall have no further rights with respect to such Seller Stock Option. (b) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each outstanding restricted Seller Share (a "SELLER RESTRICTED SHARESeller Restricted Share") (whether or not vested or exercisable) granted under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule (the "SELLER RESTRICTED STOCK PLANSSeller Restricted Stock Plans"). The holder of each such Seller Restricted Share, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted Share. (c) Prior to the Closing Date, Seller shall make or procure any amendments to the terms of such Seller Stock Option Plans and any related stock option agreements and the Seller Restricted Stock Plans and any related restricted stock agreements that are necessary to give effect to the transactions contemplated by this Section 2.04 and to terminate or procure the termination of such plans and agreements.

Stock Options; Restricted Stock. (a) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares granted to employees, directors, including members of the Supervisory Board, or independent contractors of Seller or any of its Subsidiaries under the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule (the "SELLER STOCK OPTION PLANS"“Seller Stock Option Plans ”) that is outstanding immediately prior to the Closing Date (each, a "SELLER STOCK OPTION"“Seller Stock Option”). The holder of each such Seller Stock Option, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price per share of such Seller Stock Option and shall have no further rights with respect to such Seller Stock Option. (b) On or before the Closing Date, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each outstanding restricted Seller Share (a "SELLER RESTRICTED SHARE"“Seller Restricted Share ”) (whether or not vested or exercisable) granted under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule (the "SELLER RESTRICTED STOCK PLANS"“Seller Restricted Stock Plans ”). The holder of each such Seller Restricted Share, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) equal to the excess, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted Share. (c) Prior to the Closing Date, Seller shall make or procure any amendments to the terms of such Seller Stock Option Plans and any related stock option agreements and the Seller Restricted Stock Plans and any related restricted stock agreements that are necessary to give effect to the transactions contemplated by this Section 2.04 and to terminate or procure the termination of such plans and agreements.

Stock Options; Restricted Stock. (a) On or before At the Closing DateEffective Time, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares granted to employees, directors, including members of the Supervisory Board, or independent contractors acquire shares of Seller Common Stock (a "SELLER OPTION"), whether or any of its Subsidiaries under not then vested, granted pursuant to the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule Seller's Amended 1995 Stock Option Plan (the "SELLER STOCK OPTION PLANSPLAN") that is then outstanding immediately prior to and unexercised shall be deemed vested and exercisable, whether or not then exercisable, and shall be canceled and terminated and in lieu thereof the Closing Date (each, a "SELLER STOCK OPTION"). The holder of each such Seller Stock Option, without any action on the part holders of such holder and in full consideration of such cancellation, options shall be entitled to receive from Seller, at the time of the Distribution, an amount paid by Seller or Seller S&L in cash (less any applicable withholding Taxesfrom funds provided by Buyer if necessary) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) in an amount equal to the excess, if any, product of (i) the number of shares of Seller Common Stock subject to such unexercised option at the Effective Time and (ii) the amount distributed with respect to each Seller Share in by which the Distribution over Merger Consideration per share exceeds the exercise price per share of such option net of any cash which must be withheld under federal and state income and employment tax requirements. In the event that the exercise price of a Seller Stock Option and shall have no further rights with respect to is greater than the Merger Consideration, then at the Effective Time such Seller Stock OptionOption shall be canceled without any payment made in exchange therefor. At the Effective Time, the Seller Option Plan shall be deemed terminated. (b) On or before Inasmuch as at the Closing DateEffective Time, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, all shares of each outstanding restricted Seller Share Common Stock (a the "SELLER RESTRICTED SHARESTOCK") (whether or not vested or exercisable) granted ), held under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule Seller's Recognition and Retention Plan (the "SELLER RESTRICTED STOCK PLANSPLAN"). The holder of each such Seller Restricted Share, without any action on ) are to be canceled and the part Merger Consideration in respect of such holder and in full consideration of such cancellation, shall shares to be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) equal paid to the excessholders thereof, if any, of the amount distributed with respect to each Seller Share in the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted Share. (c) Prior to the Closing Date, Seller shall make or procure any amendments to the terms of such Seller Stock Option Plans and any related stock option agreements and the Seller Restricted Stock Plans and any related restricted stock agreements that are necessary to give effect to Plan shall be deemed terminated as of the transactions contemplated by this Section 2.04 and to terminate or procure the termination of such plans and agreementsEffective Time.

Stock Options; Restricted Stock. (a) On Prior to the Effective Time, the Company Board shall adopt such resolutions or before shall take such other actions as are required to effect the Closing Datemeasures contemplated by this Section 3.3. (b) As of the Effective Time, Seller shall use its reasonable best efforts to cancel or procure the cancellation, effective on the Closing Date, of each option to purchase Seller Shares Company Common Stock (a “Company Option”) that has been granted to employees, directors, including members of the Supervisory Board, or independent contractors of Seller or any of its Subsidiaries under the stock option plans set forth in Section 2.04(a) of the Seller Disclosure Schedule Company’s 2002 Stock Incentive Plan (the "SELLER STOCK OPTION PLANS"“2002 Plan”) that and is outstanding immediately prior to at the Closing Date (eachEffective Time, a "SELLER STOCK OPTION"). The whether or not then exercisable, will be cancelled and exchanged for, and the holder of each such Seller Stock Option, without any action on the part of such holder and in full consideration of such cancellation, shall Company Option will be entitled to receive from Sellerreceive, at the time upon surrender of the DistributionCompany Option, an amount in for each share of Company Common Stock purchasable thereunder, the Parent Stock Consideration (provided, that any resulting fractional shares shall be rounded down to the nearest whole number) plus cash (less any applicable withholding Taxes) with respect to each Seller Share issuable with respect to such Seller Stock Option (whether or not vested or exercisable) equal to the excessCash Consideration, if any, of the amount distributed with respect to each Seller Share in the Distribution over less the exercise price per share of such Seller Stock Company Option (the “Net Cash Payment”). Parent shall cause the Surviving Corporation to deduct and shall have no further rights withhold from the Net Cash Payment such amounts as Parent and the Surviving Corporation reasonably and in good faith determine are required to be deducted and withheld with respect to such Seller Stock the Company Option. (b) On , including, but not limited to, Social Security, Medicare, federal or before the Closing Datestate income tax, Seller shall use its reasonable best efforts or any other taxes required to cancel be withheld pursuant to federal, state, local or procure the cancellation, effective on the Closing Date, of each outstanding restricted Seller Share (a "SELLER RESTRICTED SHARE") (whether or not vested or exercisable) granted under the restricted stock plans set forth in Section 2.04(b) of the Seller Disclosure Schedule foreign tax Law (the "SELLER RESTRICTED STOCK PLANS"“Withholding Taxes”). The holder If the Net Cash Payment is insufficient to cover the Withholding Taxes, the Surviving Corporation shall withhold shares of each such Seller Restricted Share, without any action on the part of such holder and in full consideration of such cancellation, shall be entitled to receive from Seller, at the time of the Distribution, an amount in cash (less any applicable withholding Taxes) with respect to each Seller Restricted Share (whether or not vested or exercisable) Parent Common Stock having a fair market value equal to the excessamount of such remaining Withholding Taxes. For purposes of this Section 3.3(b), if any, “fair market value” shall be determined in accordance with Section 2.20 of the amount distributed with 2002 Plan. To the extent that amounts or shares are so withheld by the Surviving Corporation, such withheld amounts or withheld shares shall be treated for all purposes of this Agreement as having been paid to the holder of a Company Option in respect to each Seller Share in of which such deduction and withholding was made by the Distribution over the exercise price of such Seller Restricted Share and shall have no further rights with respect to such Seller Restricted ShareSurviving Corporation. (c) Prior As of the Effective Time, the 2002 Plan shall be terminated and cancelled (without any liability on the part of Parent or the Surviving Corporation other than as expressly set forth in this Section 3.3). (d) Each share of restricted stock (“Company Restricted Stock”) outstanding under the Company’s 2005 Stock Incentive Plan (the “2005 Plan”) shall be treated the same as all other outstanding shares of Company Common Stock and shall be subject to the Closing Datenotice, Seller exchange and other provisions of this Article III, and, in accordance therewith, shall make be converted at the Effective Time into the Merger Consideration (the “Restricted Stock Merger Consideration”); provided, however, that, notwithstanding any other provision of this Agreement, the 2005 Plan or procure any amendments the agreement granting such Company Restricted Stock, the Cash Consideration portion of the Restricted Stock Merger Consideration and the Parent Stock Consideration portion of the Restricted Stock Merger Consideration shall be subject to the same vesting schedule, forfeiture provisions and other terms and conditions, with appropriate adjustments for performance-based conditions, if any, as set forth in the 2005 Plan or the agreement granting such Company Restricted Stock, including accelerated vesting in the event of termination of employment without cause or for good reason (as such Seller Stock Option Plans and any related stock option agreements terms are defined in the 2005 Plan or such agreement) within the period after the Effective Time specified in the 2005 Plan or such agreement, and the Seller holders of Company Restricted Stock Plans will not receive any Cash Consideration or Parent Stock Consideration except in accordance with such terms and any related restricted stock agreements that conditions (and shall receive the Cash Consideration portion of the Restricted Stock Merger Consideration, without interest and net of withholding in accordance with Section 3.4, only once vested in accordance with such terms and conditions). (e) Parent shall take such actions as are necessary for the assumption of the Company Restricted Stock Awards and the 2005 Plan pursuant to give effect this Section 3.3, including the reservation, issuance and listing of Parent Common Stock as is necessary to effectuate the transactions contemplated by this Section 2.04 3.3. Parent shall prepare and file with the SEC a registration statement on an appropriate form with respect to terminate or procure the termination shares of Parent Common Stock promptly following the Effective Time and shall use its reasonable efforts to maintain the effectiveness of such plans and agreementsregistration statement for so long as such awards remain outstanding.