Common use of Treatment of Stock Options Clause in Contracts

Treatment of Stock Options. The merger agreement provides that, at the effective time of the merger, each stock option of Convergent which is then outstanding and unexercised will be converted into options to purchase common stock of our Parent. Each option assumed by our Parent under the merger agreement will continue to have, and be subject to, the same terms and conditions set forth in Convergent's stock option plan and the applicable stock option agreement then in effect, except that (1) the option will be exercisable for that number of shares of our Parent's common stock equal to the number of shares of Convergent's common stock subject to such option immediately prior to the effective time of the merger, and (2) the exercise price per share will remain as the exercise price per share in effect for that option immediately prior to the effective time of the merger. Consistent with the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon the same terms and conditions in effect immediately prior to the effective time of the merger.

Treatment of Stock Options. The merger agreement provides that, at At the effective time of the mergerEffective Time, each stock option of Convergent granted by Newcourt (a "Newcourt Option") to purchase Newcourt Common Shares which is then outstanding and unexercised will immediately prior thereto shall be converted automatically into options an option to purchase common stock shares of our Parent. Each option assumed by our Parent CIT Common Stock (each a "Replacement Option") under the merger agreement will continue CIT Transition Option Plan in an amount and at an exercise price determined as provided below (and otherwise subject to have, and be subject to, the same terms and conditions set forth in Convergent's stock option plan and of the applicable stock option agreement then in effect, except that CIT Transition Option Plan): (1a) the option will be exercisable for that The number of shares of our Parent's common stock CIT Common Stock to be subject to the Replacement Option shall be equal to the product of the number of Newcourt Common Shares subject to the original Newcourt Option immediately prior to the Effective Time and the Exchange Ratio, provided that any fractional shares of CIT Common Stock resulting from such multiplication shall be rounded down to the nearest whole number of shares of Convergent's common stock subject CIT Common Stock; (b) The exercise price per share of CIT Common Stock under the Replacement Option shall be equal to such option the exercise price per Newcourt Common Share under the original Newcourt Option immediately prior to the effective time Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent; and (c) The Board of Directors of Newcourt shall not exercise any discretion or take any action which would result in the acceleration of the mergervesting of any unvested Newcourt Option, or would result in any cash becoming payable by Newcourt or, after the Effective Time, CIT in respect of any such option; provided, however, that nothing contained herein shall be deemed to prohibit any such acceleration or cashout which is provided in any employment agreement between Newcourt and (2) any holder of a Newcourt Option or in any new employment agreement between CIT and any holder of a Newcourt Option. The duration and other terms of each Replacement Option shall be the exercise price per share will remain same as the exercise price per share in effect for that option original Newcourt Option immediately prior to the effective time of Effective Time, except that all references to Newcourt shall be deemed to be references to CIT and except to the merger. Consistent with extent a new employment agreement to be entered into hereunder modifies the duration or the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon the same terms and conditions in effect immediately prior to the effective time of the mergerReplacement Options.

Treatment of Stock Options. The merger agreement provides that, at At the effective time of the mergerEffective Time, each stock option of Convergent granted by Newcourt (a "Newcourt Option") to purchase Newcourt Common Shares which is then outstanding and unexercised will immediately prior thereto shall be converted automatically into options an option to purchase common stock shares of our Parent. Each option assumed by our Parent under CIT Common Stock (each a "Replacement Option") in an amount and at an exercise price determined as provided below (and otherwise subject to the merger agreement will continue to have, and be subject to, terms of the same terms and conditions set forth in Convergent's stock option plan and the applicable stock option agreement then in effect, except that Newcourt Option Plan): (1a) the option will be exercisable for that The number of shares of our Parent's common stock CIT Common Stock to be subject to the Replacement Option shall be equal to the product of the number of Newcourt Common Shares subject to the original Newcourt Option immediately prior to the Effective Time and the Exchange Ratio, provided that any fractional shares of CIT Common Stock resulting from such multiplication shall be rounded down to the nearest whole number of shares of Convergent's common stock subject CIT Common Stock; (b) The exercise price per share of CIT Common Stock under the Replacement Option shall be equal to such option the exercise price per Newcourt Common Share under the original Newcourt Option immediately prior to the effective time Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent; and (c) The Board of Directors of Newcourt shall not exercise any discretion or take any action which would result in the acceleration of the mergervesting of any unvested Newcourt Option, or would result in any cash becoming payable by Newcourt or, after the Effective Time, CIT in respect of any such option; provided, however, that nothing contained herein shall be deemed to prohibit any such acceleration or cashout which is provided in any employment agreement except to the extent a new employment agreement to be entered into hereunder prohibits such acceleration. The duration and (2) other terms of each Replacement Option shall be the exercise price per share will remain same as the exercise price per share in effect for that option original Newcourt Option immediately prior to the effective time of Effective Time, except that all references to Newcourt shall be deemed to be references to CIT and except to the merger. Consistent with extent a new employment agreement to be entered into hereunder modifies the duration or the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon the same terms and conditions in effect immediately prior to the effective time of the mergerReplacement Options.

Treatment of Stock Options. The merger agreement provides thatAt or immediately prior to the Effective Time, at the effective time each holder of a then outstanding option to purchase shares of Condor Common Stock, other than those options held by non-employee directors of Condor, (whether or not then currently exercisable) granted by Condor ("Condor Stock Option") as set forth in Section 2.01 of the mergerCondor Disclosure Schedule to this Agreement executed by Condor and delivered simultaneously herewith (the "Condor Disclosure Schedule") shall be canceled and, in lieu thereof, Amwest shall issue to each stock holder thereof an option of Convergent which is then outstanding and unexercised will be converted into options ("Amwest Option"), to purchase common stock of our Parent. Each option assumed by our Parent under the merger agreement will continue to haveacquire, and be subject to, on substantially the same terms and subject to substantially the same conditions set forth in Convergent's stock option plan and as were applicable under such Condor Stock Option, the applicable stock option agreement then in effect, except that (1) the option will be exercisable for that same number of shares of our Parent's common stock Amwest Common Stock as the holder of such Condor Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time, at a price per share equal to (y) the per share exercise price for the shares of Condor Common Stock otherwise purchasable pursuant to such Condor Stock Option divided by (z) .5 as appropriately adjusted pursuant to subsection (c) of Section 1.05; provided, however, that the number of shares of Convergent's common stock subject to such option immediately prior to the effective time Amwest Common Stock that may be purchased upon exercise of any Amwest Option shall not include any fractional share and, upon exercise of the mergerAmwest Option, and a cash payment shall be made for any fractional share based upon the Closing Price (2as hereinafter defined) of a share of Amwest Common Stock on the exercise trading day immediately preceding the date of exercise. "Closing Price" shall mean, on any day, the last reported sale price per for one share will of Amwest Common Stock on the ASE. Condor Stock Options issued to non-employee directors of Condor which remain outstanding as the exercise price per share in effect for that option immediately prior to the effective time of the merger. Consistent with the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any Effective Time shall be automatically canceled as of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon the same terms and conditions in effect immediately prior to the effective time of the mergerEffective Time.

Treatment of Stock Options. The merger agreement provides that, at (a) At the effective time of the mergerEffective Time, each stock option of Convergent granted by FFC to purchase Shares which is then outstanding and unexercised will immediately prior thereto shall be assumed by Associated. Such options shall cease to represent a right to acquire Shares and shall be converted automatically into options an option to purchase common stock shares of our Parent. Each option assumed by our Parent under the merger agreement will continue to have, Associated Common Stock in an amount and be subject to, the same terms and conditions set forth in Convergent's stock option plan and the applicable stock option agreement then in effect, except that at an exercise price determined as provided below: (1i) the option will be exercisable for that number of shares of our Parent's common Associated Common Stock to be subject to the new option shall be equal to the product of the number of shares of FFC Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Associated Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (ii) the exercise price per share of Associated Common Stock under the new option shall be equal to the exercise price per share of FFC Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. (b) the adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the code. The duration and other terms of the new option shall be the same as the original option except that all references to FFC shall be deemed to be references to Associated. (c) At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Associated shall assume the Restated FFC Corporation Stock Option Plan III and the First Financial Corporation Stock Option Plan I, as amended (the "FFC Stock Plans"), with the result that all obligations of FFC under the FFC Stock Plans, including with respect to FFC stock options outstanding at the Effective Time under each FFC Stock Plan, shall be obligations of Associated following the Effective Time. (d) No later than the Effective Time, Associated shall prepare and file with the SEC a registration statement on Form S-8 (or another appropriate form) registering a number of shares of Associated Common Stock equal to the number of shares of Convergent's common stock subject to such option immediately prior the adjusted options. Such registration statement shall be kept effective (and the current status of the prospectus or prospectuses required thereby shall be maintained) at least for so long as any adjusted options may remain outstanding. (e) As soon as practicable after the Effective Time, Associated shall deliver to the effective time holders of options to purchase FFC Common Stock appropriate notices setting forth such holders' rights pursuant to FFC Stock Plans and the mergeragreements pursuant to which such options were issued, and (2) the exercise price per share will remain as agreements evidencing the exercise price per share grant of such options shall be assumed by Associated and shall continue in effect for that option immediately prior to the effective time of the merger. Consistent with the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon on the same terms and conditions in effect immediately prior (subject to the effective time of adjustments required by this Section 1.09 after giving effect to the mergerMerger).

Treatment of Stock Options. The merger agreement provides that, at (a) At the effective time of the mergerEffective Time, each stock option of Convergent granted by FFC to purchase Shares which is then outstanding and unexercised will immediately prior thereto shall be assumed by Associated. Such options shall cease to represent a right to acquire Shares and shall be converted automatically into options an option to purchase common stock of our Parent. Each option assumed by our Parent under the merger agreement will continue to have, and be subject to, the same terms and conditions set forth in Convergent's stock option plan and the applicable stock option agreement then in effect, except that (1) the option will be exercisable for that number of shares of our Parent's common stock equal to Associated Common Stock in an amount and at an exercise price determined as provided below: (i) the number of shares of Convergent's common stock Associated Common Stock to be subject to such the new option immediately prior shall be equal to the effective time product of the merger, number of shares of FFC Common Stock subject to the original option and the Exchange Ratio; provided that any fractional shares of Associated Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2ii) the exercise price per share will remain as of Associated Common Stock under the new option shall be equal to the exercise price per share of FFC Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. (b) the adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the code. The duration and other terms of the new option shall be the same as the original option except that all references to FFC shall be deemed to be references to Associated. (c) At the Effective Time, by virtue of the Merger and without the need of any further corporate action, Associated shall assume the Restated FFC Corporation Stock Option Plan III and the First Financial Corporation Stock Option Plan I, as amended (the "FFC Stock Plans"), with the result that all obligations of FFC under the FFC Stock Plans, including with respect to FFC stock options outstanding at the Effective Time under each FFC Stock Plan, shall be obligations of Associated following the Effective Time. (e) As soon as practicable after the Effective Time, Associated shall deliver to the holders of options to purchase FFC Common Stock appropriate notices setting forth such holders' rights pursuant to FFC Stock Plans and the agreements pursuant to which such options were issued, and the agreements evidencing the grant of such options shall be assumed by Associated and shall continue in effect for that option immediately prior to the effective time of the merger. Consistent with the terms of Convergent's stock option plan and the documents governing the outstanding options under the plan, the merger will not terminate any of the outstanding options under Convergent's stock option plan. Within 20 business days after the effective time of the merger, our Parent will issue to each person who, immediately prior to the effective time of the merger, was a holder of an outstanding option under the Convergent's stock option plan, a document in form and substance satisfactory to Convergent evidencing the assumption of options by our Parent. All outstanding rights of Convergent which it held immediately prior to the effective time of the merger will, at the effective time of the merger, be assigned to our Parent in the merger and will be exercisable by our Parent upon on the same terms and conditions in effect immediately prior (subject to the effective time of adjustments required by this Section 1.09 after giving effect to the mergerMerger).