Common use of Treatment of Options and Restricted Stock Clause in Contracts

Treatment of Options and Restricted Stock. (a) Each option to purchase Shares of Company Common Stock granted under any Company Plan (collectively, the "Options") that is outstanding and unexercised (whether or not then exercisable), shall become fully vested and exercisable immediately prior to the Effective Time, and to the extent not exercised, shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive an amount in cash equal to the product of (i) the excess, if any, of (1) the Cash Value of the Offer Price, over (2) the exercise price per share of Company Common Stock subject to such Option, and (ii) the total number of shares of Company Common Stock subject to such fully vested and exercisable Option as in effect immediately prior to the Effective Time (the "Option Consideration") that have not been exercised. The Option Consideration shall be paid in a lump sum within five (5) Business Days following the Effective Time. No later than five (5) days prior to the Effective Time, the Company shall notify all holders of Options ("Option Holders") that such Options will become fully vested and exercisable immediately prior to consummation of the Merger and the Options will be canceled in exchange for the right to receive the Option Consideration if not exercised prior to the Effective Time. No Option Consideration will be paid with respect to any Option that has an exercise price equal to or greater than the Cash Value of the Offer Price. (b) Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock issued pursuant to any Company Plans or otherwise (the "Restricted Stock") shall become fully vested and all restrictions on the Restricted Stock shall lapse. Such Shares of Company Common Stock subject to the Restricted Stock shall be converted into the right to receive Merger Consideration pursuant to Article 2, and Parent shall withhold such amounts as are necessary in accordance with Section 1.3(c). (c) All amounts payable pursuant to this Section 1.3 shall be reduced by any required withholding of taxes in accordance with Section 2.3 and shall, except as otherwise provided in this Section 1.3, be paid without interest. The Company shall take all actions as are necessary and appropriate to effectuate the cancellation of the Options and the vesting of the Restricted Stock pursuant to this Section 1.3.

Treatment of Options and Restricted Stock. (a) Each option to purchase Shares of Company Common Simplicity Stock granted Option issued under any Company Plan (collectivelythe Simplicity Bancorp 2004 Stock Option Plan, the "Options") whether vested or unvested, that is outstanding and unexercised (whether or not then exercisable)immediately before the Effective Time shall be cancelled and converted into the right to receive, shall become fully vested and exercisable immediately prior to as of the Effective Time, and to the extent not exercised, shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive a cash payment in an amount in cash equal to the product of of (ix) the excess, if any, of (1) the Cash Value of the Offer Price, over (2) the exercise price per share of Company Common Stock subject to such Option, and (ii) the total number of shares of Company Common Stock subject to such fully vested and exercisable Option as in effect immediately prior to the Effective Time (the "Option Consideration") that have not been exercised. The Option Consideration shall be paid in a lump sum within five (5) Business Days following the Effective Time. No later than five (5) days prior to the Effective Time, the Company shall notify all holders of Options ("Option Holders") that such Options will become fully vested and exercisable immediately prior to consummation of the Merger and the Options will be canceled in exchange for the right to receive the Option Consideration if not exercised prior to the Effective Time. No Option Consideration will be paid with respect to any Option that has an exercise price equal to or greater than the Cash Value of the Offer Price. (b) Immediately prior to the Effective Time, any then-outstanding restricted shares of Company Common Stock issued pursuant to any Company Plans or otherwise (the "Restricted Stock") shall become fully vested and all restrictions on the Restricted Stock shall lapse. Such Shares of Company Simplicity Common Stock subject to the Restricted Simplicity Stock Option and (y) the amount by which Deemed Closing Price exceeds the exercise price of the Simplicity Stock Option (the “Option Payment Amount”). Holders of Simplicity Stock Options having an exercise price that yields an Option Payment Amount less than zero shall not be entitled to receive any such payments and such options shall be converted into cancelled at the right to receive Merger Consideration pursuant to Article 2, Effective Time. Simplicity shall pay the Option Payment Amount as of the Effective Time and Parent shall (i) record the appropriate compensation expense on its financial statements; and (ii) withhold such amounts as are necessary in accordance with Section 1.3(c). (c) All amounts payable pursuant to this Section 1.3 shall be reduced by any required withholding of taxes in accordance with Section 2.3 and shall, except as otherwise provided in this Section 1.3, be paid without interestremit the appropriate Taxes. The Company Simplicity shall take all actions as are necessary and appropriate to effectuate give effect to the cancellation transactions contemplated by this Section 3.2(a) including, without limitation, delivering to each holder of a Simplicity Stock Option an Option Cancellation Notice in the form attached hereto as Exhibit E. (b) Each restricted stock award issued pursuant to the Simplicity Restricted Stock Plans as of the Options date hereof (“Simplicity Restricted Stock”) that is outstanding immediately before the Effective Time shall vest in full and the vesting restrictions thereon shall lapse, and, as of the Effective Time, each share of Simplicity Common Stock that was formerly Simplicity Restricted Stock pursuant shall be entitled to this receive the Merger Consideration in accordance with Section 1.33.1(a).

Treatment of Options and Restricted Stock. (a) Each At the Effective Time, each option (each, a “Company Stock Option”) to purchase Shares of Company Common Stock granted under any Company the Company’s 2006 Equity Incentive Plan or the Company’s 2016 Equity Incentive Plan (collectivelythe “Company Stock Plans”), the "Options") whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by Parent and converted into and become an option with respect to Parent Common Stock (whether or not then exercisableeach, an “Assumed Stock Option” ), . Each such Assumed Stock Option shall become fully vested be subject to the same terms and exercisable conditions as applied to the related Company Stock Option immediately prior to the Effective Time, including the vesting schedule and to conditions and any accelerated vesting provisions applicable thereto, except that (i) the extent not exercised, number of shares of Parent Common Stock underlying each Assumed Stock Option shall be canceled at, the Effective Time, and the holder thereof shall, subject to Section 1.3(c), be entitled to receive an amount in cash equal to the product of of (iA) the excess, if any, number of Shares underlying such Company Stock Option as of immediately prior to the Effective Time multiplied by (1B) the Cash Value of Equity Award Exchange Ratio (with the Offer Price, over (2) resulting number rounded down to the exercise price per share of Company Common Stock subject to such Optionnearest whole share), and (ii) the total number per share exercise price of shares of each Assumed Stock Option shall be equal to the quotient determined by dividing (A) the exercise price per Share at which such Company Common Stock subject to such fully vested and Option was exercisable Option as in effect immediately prior to the Effective Time by (B) the "Option Consideration"Equity Award Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent); provided, however, that all Company Stock Options that are unexercised and outstanding (whether vested or unvested) that immediately prior to the Effective Time and have not been exercised. The Option an exercise price per Share greater than the Merger Consideration shall not be paid in a lump sum within five (5) Business Days following assumed by Parent and shall automatically terminate as of the Effective Time if not exercised prior to or as of the Effective Time. No later In addition, notwithstanding the provisions of clauses (i) and (ii) of the first sentence of this Section 2.2(a), each Company Stock Option that is an “incentive stock option” or a nonqualified stock option held by a U.S. taxpayer shall be adjusted as required by Section 424 of the Code and Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Code and the Treasury Regulations under Section 409A of the Code, or otherwise result in negative tax treatment or penalties under Section 424 of the Code or Section 409A of the Code. (b) Notwithstanding Section 2.2(a), at the Effective Time, each Company Stock Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time and is held by an Outside Director, shall be cancelled and, in exchange therefor, the Surviving Corporation shall pay to the former holder of any such cancelled Company Stock Option as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding Tax) equal to the product of (i) the excess of the Merger Consideration over the exercise price per Share under such Company Stock Option and (ii) the number of Shares subject to such Company Stock Option; provided, however, that if the exercise price per Share of any such Company Stock Option is equal to or greater than five the Merger Consideration, such Company Stock Option shall be cancelled without any cash payment being made in respect thereof. (5c) days At the Effective Time, each award of Shares granted under any Company Stock Plan that is subject to time-based, performance or other vesting conditions (each, a “Company Restricted Stock Award”) that is outstanding immediately prior to the Effective Time shall be assumed by Parent and converted into and become an award of Parent Common Stock (each, an “Assumed Restricted Stock Award”). Each such Assumed Restricted Stock Award shall be subject to the same terms and conditions as applied to the related Company Restricted Stock Award immediately prior to the Effective Time, including the vesting schedule and conditions and any accelerated vesting provisions applicable thereto, except that the number of shares of Parent Common Stock underlying each Assumed Restricted Stock Award shall be equal to the product of (i) the number of Shares underlying such Company Restricted Stock Award as of immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio (with the resulting number rounded down to the nearest whole share). (d) Prior to the Effective Time, the Company shall notify deliver all holders required notices (which notices shall have been approved by Parent, which approval shall not be unreasonably withheld, conditioned or delayed) to each holder of Company Stock Options ("Option Holders") and Company Restricted Stock Awards setting forth each holder’s rights pursuant to the respective Company Stock Plan, stating that such Company Stock Options will become fully vested and exercisable immediately prior to consummation of Company Restricted Stock Awards shall be treated in the Merger and the Options will be canceled manner set forth in exchange for the right to receive the Option Consideration if not exercised prior to the Effective Time. No Option Consideration will be paid with respect to any Option that has an exercise price equal to or greater than the Cash Value of the Offer Pricethis Section 2.2. (be) Immediately prior The Company shall adopt such resolutions to effectuate the provisions of this Section 2.2 and to ensure that, as of the Effective Time, (i) the Company Stock Options and Company Restricted Stock Awards can be treated as set forth in Sections 2.2(a), (b) and (c), (ii) the Company Stock Plans shall terminate and (iii) no holder of a Company Stock Option or Company Restricted Stock Award, or any then-outstanding restricted shares of Company Common Stock issued pursuant to participant in any Company Plans Stock Plan or otherwise (any other employee incentive or benefit plan, program or arrangement or any non-employee director plan maintained by the "Restricted Stock") Company shall become fully vested and all restrictions on have any rights to acquire, or other rights in respect of, the Restricted Stock shall lapse. Such Shares capital stock of Company Common Stock subject to the Restricted Stock shall be converted into Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive Merger Consideration pursuant to Article 2receive, Assumed Stock Options and Assumed Restricted Stock Awards as contemplated by Sections 2.2(a) and (c) and cash payments as contemplated by Section 2.2(b) in cancellation and settlement thereof. (f) As soon as practicable following the Effective Time, but in no event later than five Business Days following the Effective Time, Parent shall withhold such amounts as are necessary file a registration statement under the Securities Act on Form S-8 (and use its reasonable best efforts to maintain the effectiveness thereof and maintain current status of the prospectuses contained therein) relating to shares of Parent Common Stock issuable with respect to all Assumed Stock Options and Assumed Restricted Stock Awards assumed by Parent in accordance with Section 1.3(c). (c) All amounts payable pursuant to this Section 1.3 shall be reduced by any required withholding of taxes in accordance with Section 2.3 and shall, except as otherwise provided in this Section 1.3, be paid without interest. The Company shall take all actions as are necessary and appropriate to effectuate the cancellation of the Options and the vesting of the Restricted Stock pursuant to this Section 1.32.2.