Common use of Substitute Stock Options Clause in Contracts

Substitute Stock Options. Subject to approval by the shareholders of Seller of amendments to the Company Stock Option Plan, as of the Effective Time, Company shall grant substitute stock options to each person who has at the Effective Time an outstanding Seller Stock Option and who has not elected to receive cash pursuant to Section 2.8. Each substitute stock option so granted by Company to replace a Seller Stock Option shall be 100% vested and shall be exercisable for that number of whole shares of Company Stock equal to the product of (A) the number of shares of Seller Stock that were purchasable under such Seller Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Company Stock. Further, each substitute stock option so granted by Company to replace a Seller Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Seller Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. Each substitute option shall have a duration equal to the remaining duration of the Seller Stock Option for which it is substituted and shall not terminate as a result of the holder of the substitute option not being an officer, employee or director of Company and/or Bank.

Substitute Stock Options. Subject to approval by the shareholders of Seller of amendments to the Company Stock Option Planshall grant, as of the Effective Time, Company shall grant substitute stock options to each person who has at the Effective Time an outstanding Seller Stock Option and who has not elected to receive cash pursuant to Section 2.8Option. Each substitute stock option so granted by Company to replace a Seller Stock Option shall be 100% vested and shall be exercisable for that number of whole shares of Company Stock equal to the product of (A) the number of shares of Seller Stock that were purchasable under such Seller Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Company Stock. Further, each substitute stock option so granted by Company to replace a Seller Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Seller Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. Each substitute option shall have a duration equal to the remaining duration of the Seller Stock Option for which it is substituted and shall not terminate as a result of the holder of the substituted. Any substitute option not being granted by the Company to replace a Seller Stock Option which is an officerincentive stock option will, employee or director of Company and/or Bankto the extent legally permissible, be an incentive stock option.

Substitute Stock Options. Subject to approval by the shareholders of Seller of amendments to the Company Stock Option Planshall grant, as of the Effective Time, Company shall grant substitute stock options to the continuing director and to each person of those employees who will continue their employ with the Bank and who has at the Effective Time an outstanding Seller Stock Option and who has not elected to receive cash or stock pursuant to Section 2.8. Each substitute stock option so granted by Company to replace a Seller Stock Option shall be 100% vested and shall be exercisable for that number of whole shares of Company Stock equal to the product of (A) the number of shares of Seller Stock that were purchasable under such Seller Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Company Stock. Further, each substitute stock option so granted by Company to replace a Seller Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Seller Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. Each substitute option shall have a duration equal to the remaining duration of the Seller Stock Option for which it is substituted and and, in the case when an optionee receives a substitute option for a non-qualified Seller Stock Option, shall not terminate as a result of the holder of the substitute option not being an officer, employee or director of Company and/or Bank. Any substitute option granted by the Company to replace a Seller Stock Option which is an incentive stock option will, to the extent legally permissible, be an incentive stock option.

Substitute Stock Options. Subject to approval by the shareholders of Seller of amendments to the Company Stock Option Planshall grant, as of the Effective Time, Company shall grant substitute stock options to each person of those Seller employees who will continue their employ with Company Bank and who has at the Effective Time an outstanding Seller Stock Option and who has not elected to receive cash or stock pursuant to Section 2.8. Each substitute stock option so granted by Company to replace a Seller Stock Option shall be 100% vested and shall be exercisable for that number of whole shares of Company Stock equal to the product of (A) the number of shares of Seller Stock that were purchasable under such Seller Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Company Stock. Further, each substitute stock option so granted by Company to replace a Seller Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Seller Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. Each substitute option shall have a duration equal to the remaining duration of the Seller Stock Option for which it is substituted and shall not terminate as a result of the holder of the substituted. Any substitute option not being granted by the Company to replace a Seller Stock Option which is an officerincentive stock option will, employee or director of to the extent legally permissible, be an incentive stock option. Company and/or BankStock issued pursuant to substitute options shall have been registered under the Securities Act; provided, however, the Company shall be under no obligation to file a registration statement under the Securities Act to cover resales by affiliates.

Substitute Stock Options. Subject to approval by the Company’s shareholders of Seller an amendment increasing the number of amendments shares allocated to the most recent Company Stock Option Plan, Company shall grant, as of the Effective Time, Company shall grant substitute stock options to each person who has at the Effective Time an outstanding Seller Stock Option and who has not elected to receive cash pursuant to Section 2.8. Each substitute stock option so granted by Company to replace a Seller Stock Option shall be 100% vested and shall be exercisable for that number of whole shares of Company Stock equal to the product of (A) the number of shares of Seller Stock that were purchasable under such Seller Stock Option immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down to the nearest whole number of shares of Company Stock. Further, each substitute stock option so granted by Company to replace a Seller Stock Option shall provide for a per share exercise price which shall be equal to the quotient determined by dividing (A) the exercise price per share of Seller Stock at which such Seller Stock Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. Each substitute option shall have a duration equal to the remaining duration of the Seller Stock Option for which it is substituted and and, in the case when an optionee receives a substitute option for a non-qualified Seller Stock Option, shall not terminate as a result of the holder of the substitute option not being an officer, employee or director of Company and/or Bank.