Common use of Treatment of Options Clause in Contracts

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to the Effective Time, the Company shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per share of such Company Option (the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest.

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall cause adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option heretofore granted under any Company Plan (as defined in Section 3.10) (each "Option"), whether or not then vested or exercisable, shall, at and after the Effective Time, be exercisable solely for, and shall entitle each holder thereof solely to, a payment in cash from the Company (subject to any applicable withholding taxes, the "Cash Payment"), upon exercise, equal to the product of (x) the total number of Shares subject or related to such Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (iiy) the excess, if any, of the Cash Merger Consideration over the exercise price or purchase price, as the case may be, per share Share subject or related to such Option, each such Cash Payment to be paid to each holder of such Company an outstanding Option upon exercise; provided, however, that with respect to any person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Option ConsiderationExchange Act"), with no any such amount shall be paid as soon as practicable after the first date payment being required when can be made without liability to such Person under Section 16(b) of the difference is not a positive numberExchange Act. The Surviving Corporation shall pay each holder As provided herein, the Company Plans (and any other plan, program or arrangement) providing for the issuance or grant of any other interest in respect of the capital stock of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration subsidiary shall terminate as of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant The Company will take all commercially reasonable steps to ensure that none of the Company or any of its subsidiaries is or will be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the current shareholders of Purchaser or its affiliates, to own any capital stock of the Surviving Corporation or any of its subsidiaries or, except as otherwise provided in this Section 1.10 shall be subject 2.10, to receive any required withholding payment in respect thereof and to cause or request the holders of taxes and shall be paid without interestthe Options to agree to an automatic exercise thereof at the Effective Time.

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms Effective as of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately immediately prior to the Effective Time, by virtue of the Merger, and without any action on the part of Parent, Merger Sub, the Company shall cause or any holder of any securities of the Company, each option to purchase Shares, whether vested or unvested, that is outstanding immediately prior to the Effective Time (if any) (each a “Company Option, whether ”) shall automatically be cancelled without any action on the part of any holder or not then fully vested or exercisable, to beneficiary thereof and be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation an amount of (without interest) a lump sum cash payment (less applicable Tax withholdings) equal to the product of (ix) the total number of Common Shares subject to underlying the Company Option multiplied by (which shall have been deemed to be fully vested and exercisable) and (iiy) the excess, if any, of the Cash Merger Consideration over the per Share exercise price per share of such Company Option (the "“Option Consideration"”); provided, that, any such Company Option with respect to which the per Share exercise price subject thereto is equal to or greater than the Merger Consideration shall be canceled effective as of the Effective Time for no payment being required when consideration. On the difference is not a positive number. The Closing Date, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation shall to pay to each holder of the holders of Company Options, promptly the applicable Option Consideration (less any applicable withholding Taxes) on the next regular payroll date following the Effective Time, Closing Date (but in no event earlier than the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration date of receipt of file-stamped evidence of the Company's Amended Merger filing from the New Jersey Department of the Treasury, Division of Revenue and Restated 1993 Stock Incentive Plan (Enterprise Services); provided, however, that to the "Stock Incentive Plan") shall take extent any and all action necessary payments cannot be paid during such period without causing the recipient to effectuate incur a penalty tax under Section 409A of the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 Code, then such payment shall be subject to any required withholding distributed in accordance with Section 409A of taxes the Code and shall be paid without interestapplicable guidance thereunder.

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall cause adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each outstanding then unexpired and unexercised option or similar rights to purchase Company Common Stock (the “Company Options”), granted under any stock option plan of the Company, including the Company’s 2006 Equity Incentive Plan, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), held by any Person then performing services as an employee, director or consultant of the Company immediately prior to the Effective Time shall be fully accelerated, and (ii) each then unexpired and unexercised Company Option, whether without regard to the identity of the holder, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to any applicable withholding or not then fully vested or exercisable, other Taxes required by applicable Law to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation withheld in accordance with Section 2.2(e)) of an amount of cash equal to the product of (iA) the total number of shares of Company Common Shares Stock previously subject to the such Company Option (which shall have been deemed to be fully vested and exercisable) and (iiB) the excess, if any, of the Cash Merger Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the "“Option Consideration"Payments”). From and after the Effective Time, with any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment being required when of the difference is not a positive numberOption Payments. The Surviving Corporation Without limiting the foregoing, the Company shall pay each holder take all necessary action under the Company Stock Plans and the stock option agreements evidencing the Company Options (including, to the extent necessary, obtaining consent of the holders of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in actions contemplated by this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest2.4(a).

Treatment of Options. (a) Each outstanding option to purchase shares of Company Option shall be subject to the terms of this Agreement. Common Stock (b) Immediately upon execution of this Agreementindividually a “Company Option” and collectively, the “Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options Options”) outstanding immediately prior to the Effective Time. (c) Immediately prior Time pursuant to any Company Option Plan or otherwise will at the Effective TimeTime be cancelled and the holder of such Company Option will, the Company shall cause each outstanding in full settlement of such Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation Company an amount of (without interest and subject to any required Tax withholding), if any, in cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per share of Company Common Stock underlying such Company Option multiplied by (ii) the "number of shares of Company Common Stock subject to such Company Option, whether or not vested or exercisable; provided that the aggregate amount of such payment shall be rounded down to the nearest whole cent. If the applicable exercise price of any Company Option equals or exceeds the Merger Consideration", such Company Option shall be cancelled without payment of additional consideration, and all rights with respect to such Company Option shall terminate as of the Effective Time. Parent shall pay, or shall cause the Surviving Corporation to pay, the amount of cash payable in respect of each Company Option as soon as practicable following the Effective Time (but in no event later than ten (10) Business Days after the Effective Time), with no payment being required when the difference is not a positive number. The Surviving Corporation holders of Company Options shall pay each holder have no further rights in respect of any Company Options from and after the Company Options, promptly following Effective Time. (b) Prior to the Effective Time, the Option Consideration for all Company shall adopt such resolutions and take such other actions as are necessary in order to (i) effectuate the actions contemplated by this Section 1.09 or to otherwise cancel the Company Options held by such holder. The Board prior to the Effective Time and (ii) terminate each Company Plan, including providing notice to, or obtaining the consent of, each holder of a Company Option necessary or desirable to effect the provisions of this Section 1.09, in each case without paying any committee thereof responsible for the administration consideration or incurring any debts or obligations on behalf of the Company's Amended , Parent or the Surviving Corporation other than as contemplated by Section 1.09(a); provided that such resolutions and Restated 1993 Stock Incentive Plan (actions shall expressly be conditioned upon the "Stock Incentive Plan") shall take any consummation of the Merger and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be subject to any required withholding of taxes other transactions contemplated hereby and shall be paid without interestof no effect if this Agreement is terminated.

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to the Effective Time, each option to purchase Company Shares (and “Option”) previously granted under the 2003 Employee Stock Incentive Plan, as amended (the “Plan”), or under any other Company shall cause each Benefit Plan (as defined in Section 3.23(a)(i), that is outstanding Company Option, and unexercised as of the Effective Time (whether or not then fully vested or exercisableunvested), to shall be deemed fully vested and exercisablecancelled, and to be terminated and converted into the right to holder thereof shall, in consideration for such cancellation, receive from the Surviving Corporation an amount in cash as determined in accordance with the Plan, payable in accordance with subsection (c) hereof. (b) The Board of cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per share of such Company Option (the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder Directors of the Company Options(or the appropriate committee(s) thereof) shall have caused the Company to take any actions necessary to effectuate the foregoing provisions of this Section 1.8; it being understood that the intention of the parties is that, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board no holder of an Option, or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 participant in any Company Benefit Plan, shall have any right to acquire (or receive amounts measured by reference to) any Common Stock Incentive Plan (the "Stock Incentive Plan"including any “phantom” stock or stock appreciation rights) shall take any and all action necessary such Options and rights shall be cancelled. Prior to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any , Sellers shall cause the Company to deliver to the holders of the Options appropriate notices, in form and substance reasonably acceptable to Buyer, notifying them of the cancellation of their Options in accordance with the Plan. (c) At the Closing, the Company will provide Buyer with evidence that the amounts payable pursuant to this Section 1.10 shall 1.8(a) have been paid. Such amounts will be subject to any required withholding deducted from Closing Cash and Cash Equivalents in the initial Closing Date Calculations. Buyer and Sellers agree that all income tax deductions from the payment of taxes and shall be paid without interestsuch amounts are deductions of the Company.

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to At the Effective Time, without further action from Company or any Company Optionholder, each Company Option that (i) is outstanding and unexercised as of the Effective Time (solely to the extent then-vested after giving effect to any acceleration provided under the terms of the Company Option Plan, any individual stock option agreement under which the Company Option was granted, or any exercise of discretion by Company to accelerate vesting) shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to automatically be deemed fully vested and exercisable, and to be terminated and converted into cancelled in exchange for the right of such Company Optionholder to receive from the Surviving Corporation an amount of in cash equal to the product of (ix) the aggregate number of shares of Company Common Shares Stock subject to the such Company Option (which shall have been deemed as of immediately prior to be fully vested and exercisable) the Effective Time, and (iiy) the excess, if any, of (A) the Cash Merger estimated amount payable hereunder in respect of a share of Company Common Stock as set forth in the Consideration Schedule (the “Common Stock Value Amount”) over (B) the exercise price per share of such Company Option as of immediately prior to the Effective Time (the "“Option Consideration"”) and (ii) is outstanding and unexercised as of the Effective Time (solely to the extent then-unvested) shall automatically be cancelled without payment therefor and shall cease to exist, and the Company Optionholders of such Company Options shall cease to have any rights with respect thereto. Notwithstanding the foregoing, if the exercise price per share of any Company Option is equal to or greater than Common Stock Value Amount, such Company Option shall be cancelled at the Effective Time without payment of consideration therefor (such Company Options, the “Underwater Options”), with no payment being required when the difference is not a positive number. The applicable portion of any Closing Option Consideration shall be paid by the Surviving Corporation shall pay Company to each holder of a cancelled Company Option in accordance with Section 3.1(f) and the Company Options, promptly following the Effective Time, the applicable portion of any Additional Option Consideration for all shall be paid by the Surviving Company Options held by within three (3) Business Days following its receipt of such holder. The Board Additional Option Consideration, to each holder of a cancelled Company Option (1) with respect to Additional Option Consideration payable to Company Optionholders who are current or any committee thereof responsible for the administration former non-employee directors of the Company's Amended , to the account(s) designated by such Company Optionholders by means of wire transfer of immediately available funds (if any, as applicable), and Restated 1993 Stock Incentive Plan (2) with respect to Additional Option Consideration payable to all other Company Optionholders, through the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be Surviving Company’s payroll system, subject to withholding in accordance with Section 3.4; provided, that, in no event shall any required withholding of taxes and shall Additional Option Consideration be paid without interestmore than five (5) years after the Closing Date (unless otherwise permitted by Code Section 409A).

Treatment of Options. (a) Each outstanding Company At the Effective Time, by virtue of the Merger and without any action on the part of any Effective Time Option Holder, each In-the-Money Option shall automatically be subject cancelled, terminated and converted into and represent the right to receive in consideration therefor, without the payment of any interest, an amount equal to the terms of this AgreementOption Consideration. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to At the Effective Time, by virtue of the Merger, without any action on the part of any Effective Time Option Holder, each Out-of-the-Money Option shall expire and be terminated with no payment due thereon, and all rights in respect of each such Option shall forthwith cease to exist. (c) Immediately prior Subject to Section 2.12 below, the aggregate Per Option Closing Merger Consideration payable to the holders of In-the-Money Options pursuant to Section 2.3(a) above shall be paid through the Surviving Company’s payroll system (or directly by the Surviving Company in respect of any In-the-Money Options held by an individual other than a current or former employee of any VH Company) no later than the second regularly scheduled payroll date of the Surviving Company on or following the Effective Time (and in any event within 15 Business Days following the Closing Date). The remaining portion of the Option Consideration payable to the holders of In-the-Money Options (and any other amounts received by the Representative pursuant to this Agreement that are payable to the holders of In-the-Money Options) shall be paid no later than the second regularly scheduled payroll date of the Surviving Company following each such time as any such Option Consideration or other amounts become payable to such holder, if any. (d) Prior to the Effective Time, the Company shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right to receive from the Surviving Corporation an amount of cash equal to the product of (i) the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Merger Consideration over the exercise price per share of such Company Option (the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable pursuant to this 2.3(a) and Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest2.3(b).

Treatment of Options. At the Effective Time each outstanding option to purchase Shares (aa “Company Option”) Each outstanding Company Option under the Stock Plans (as defined in Section 5.1(b)), other than the 2005 Employee Stock Purchase Plan, vested or unvested, shall be subject to cancelled and shall only entitle the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to the Effective Time, the Company shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into the right holder thereof to receive from Parent, as soon as reasonably practicable after the Surviving Corporation Effective Time (but in any event within ten Business Days), an amount of in cash equal to the product of (ix) the total number of Common Shares subject to the Company Option times (which shall have been deemed to be fully vested and exercisable) and (iiy) the excess, if any, of the Cash Per Share Merger Consideration over the exercise price per share of Share under such Company Option less applicable Taxes required to be withheld with respect to such payment under the Code, or any other applicable state, local or foreign Tax (as defined in Section 5.1(n)) law. To the "Option Consideration"), with no payment being required when extent that amounts are so withheld by the difference is not a positive number. The Surviving Corporation or Parent, as the case may be, such withheld amounts (i) shall pay each be remitted by Parent or the Surviving Corporation, as applicable, to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Company Options in respect of which such deduction and withholding was made by the Surviving Corporation or Parent, as the case may be. All Company Options, promptly following Options outstanding under the 2005 Employee Stock Purchase Plan as of the Effective Time shall be cancelled as of the Effective Time, provided that notice of such cancellation shall be given to each holder of a Company Option thereunder, and each holder of a Company Option thereunder shall have the right to exercise such Option Consideration for all Company Options held in full based on payroll deductions then credited to his account as of a date determined by such holder. The the Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan Committee, which date shall not be less than ten (the "Stock Incentive Plan"10) shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before days preceding the Effective Time. Any amounts payable pursuant to this Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest.

Treatment of Options. (a) Each outstanding Company Option shall be subject Subject to the terms of this Agreement. (b) Immediately upon execution and conditions of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to at the Effective Time. (c) Immediately , by virtue of the Merger and without any action on the part of the Parties, the Surviving Corporation or any holder of any Option that is outstanding immediately prior to the Effective Time, the Company shall cause each outstanding Company Option, whether an Unvested Option, or not then fully vested or exercisablea Vested In-the-Money Option shall be cancelled. Each holder of a Vested In-the-Money Option who delivers a properly completed and executed Option Surrender and Cancellation Agreement in the form attached hereto as Exhibit L (an “Option Surrender Agreement”), shall be entitled to be deemed fully vested and exercisable, and receive with respect to be terminated and converted into the each Vested In-the-Money Option held by such holder (a) a right to receive from the Surviving Corporation in cash an amount of cash equal to the product of (i) amount by which the number of Common Shares subject to the Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of the Cash Closing Per Share Merger Consideration over exceeds the exercise price per share for such Vested In-the-Money Option and (b) a contingent right to receive in cash, his, her or its Per Share Portion of the Additional Merger Consideration, calculated as and when such Company Option amounts become payable, if any. Promptly following the date hereof (but in any event within five Business Days and prior to the "Option Consideration"solicitation of Securityholders pursuant to Section 2.12), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder of the Company shall take such actions or cause such actions to be taken as are necessary to cause the transactions contemplated by this Section 2.04 and this Agreement to be accomplished and to ensure that all Options, promptly following to the extent not exercised prior to the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration shall terminate and be cancelled as of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time, and the Company shall provide evidence of such actions to Parent promptly following the taking of such actions. Any amounts For the avoidance of doubt, in the case of an Unvested Option or an Option having an exercise price per share equal to or greater than the proceeds payable pursuant to this Section 1.10 in respect of the Company Share underlying such Option (each an “Out-of-the-Money Option”), such Options shall be subject to cancelled without payment of any required withholding of taxes and shall be paid without interestconsideration in respect thereof.

Treatment of Options. (a) Each On the Closing Date, each Option that is outstanding Company Option shall be subject and unexercised immediately prior to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing StockholdersClosing, whether or not then fully vested or exercisable, shall be, without any action on the part of Buyer, cancelled and each Optionholder shall cease to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their have any rights under such Company Options prior to the Effective Time. (c) Immediately prior to the Effective Time, the Company shall cause each outstanding Company Option, whether or not then fully vested or exercisable, to be deemed fully vested and exercisable, and to be terminated and converted into with respect thereto other than the right to receive from the Surviving Corporation with respect to In-Money Options (and subject to applicable withholdings for employment-related Taxes) (i) an amount of cash amount, without interest, equal to the product of (ix) the aggregate number of Common Shares subject to such In-Money Option, multiplied by (y) the Company excess of the Closing Per Share Consideration over the per share exercise price of such In-Money Option, and (ii) any amounts that may become payable in respect of such In-Money Option in the future in respect of the Post-Closing Adjustment at the respective times and subject to the contingencies specified herein and therein. After the Closing, each Optionholder shall only be entitled to the payments described in this Section 2.06 and the issuance of Parent Common Stock described in Section 2.08 or as otherwise provided in this Agreement. For the avoidance of doubt, all Out-of-Money Options shall be cancelled and shall not have any right to receive any consideration in respect thereof. (which b) At or prior to the Closing, the Company, the Company’s board of directors and the compensation committee of the Company’s board of directors, as applicable, shall have been deemed adopt any resolutions and take any actions necessary to be fully vested and exercisable(i) effectuate the provisions of Section 2.06(a) and (ii) cause the excess, if any, Stock Option Plan to terminate at or prior to the Closing. (c) In exchange for the applicable Optionholder’s Pro Rata Share of the Cash Merger Consideration over the exercise price per share of such Company Option (the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation shall pay each holder of the Company Options, promptly following the Effective Time, the Option Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for the administration of the Company's Amended and Restated 1993 Stock Incentive Plan (the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable Purchase Price pursuant to this Section 1.10 ARTICLE II, each Optionholder shall be subject to any required withholding of taxes and shall be paid without interestexecute an option termination agreement substantially in the form attached as Exhibit C (an “Option Termination Agreement”).

Treatment of Options. (a) Each outstanding Company Option shall be subject to the terms of this Agreement. (b) Immediately upon execution of this Agreement, the Company shall cause all Company Options held by the Continuing Stockholders, whether or not then fully vested or exercisable, to become fully vested and exercisable. Nothing in this Agreement shall be interpreted to prevent or hinder the Continuing Stockholders from exercising their rights under such Company Options prior to the Effective Time. (c) Immediately prior to At the Effective Time, the Company shall cause each outstanding option to purchase shares of Company Common Stock (a “Company Option”) under the Company’s 2007 Equity and Incentive Plan (the “Company Stock Plan”) or the 1st Enterprise Bank 2006 Stock Incentive Plan, as amended (the “Company Stock Option Plan”), whether or not then fully vested or exercisableunvested, shall be cancelled and shall only entitle the holder of such Company Option to be deemed fully vested and exercisablereceive, and to be terminated and converted into as soon as administratively practicable after the right to receive from the Surviving Corporation Effective Time, an amount of in cash equal to the product of (i) the total number of Common Shares subject to the such Company Option (which shall have been deemed to be fully vested and exercisable) and (ii) the excess, if any, of (A) the Cash Merger Equity Award Cashout Price over (B) the exercise price per Share under such Company Option, less any applicable Taxes required to be withheld with respect to such payment (such amount, the “Option Consideration”); provided that to the extent reasonably practicable, Parent shall have the option to fund the Option Consideration over to be paid with respect to Company Options by funding the necessary amounts to the payroll processor of the Company or Parent or any of their respective Affiliates (the “Payroll Processor”) for payment by the Payroll Processor of the Option Consideration to the applicable holders of such Company Options. For the avoidance of doubt, any Company Option which has an exercise price per share of such Company Option (Common Stock that is greater than or equal to the "Option Consideration"), with no payment being required when the difference is not a positive number. The Surviving Corporation Equity Award Cashout Price shall pay each holder of the Company Options, promptly following be cancelled at the Effective TimeTime for no consideration or payment. For purposes of this Agreement, the Option “Equity Award Cashout Price” shall mean an amount equal to (1) the Cash Consideration for all Company Options held by such holder. The Board or any committee thereof responsible for plus (2) the administration product of (x) the Company's Amended Parent Average Closing Price and Restated 1993 Stock Incentive Plan (y) the "Stock Incentive Plan") shall take any and all action necessary to effectuate the matters described in this Section 1.10 on or before the Effective Time. Any amounts payable Exchange Ratio, as may be adjusted pursuant to this Section 1.10 shall be subject to any required withholding of taxes and shall be paid without interest7.01(g).