Common use of UNICAPITAL STOCK OPTIONS Clause in Contracts

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price Price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger)Closing Date, UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, Closing Date equal to 6.25% of the Effective Closing Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (hereof, or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior Prior to the effective date of the Registration StatementClosing Date, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive be granted options exercisable at as of the IPO price Closing Date and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon Effective upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available cause options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder key employees of the Surviving Corporation after (other than Richxxx X. Xxxxx, Xxvix Xxxxx, Xxck Xxxxx, X. Robexx Xxxxxxxxx, xxd Davix X. XxXxxxxxx) xxter the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger)Closing Date, UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement44 Closing Date, equal to 6.25% of the Effective Closing Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer officers of the Surviving Corporation who is are entering into an Employment Agreement Agreements pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior Prior to the effective date of the Registration StatementClosing Date, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive be granted options exercisable at as of the IPO price Closing Date and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiariessubsidiaries each as in effect today or otherwise as agreed to by the recipient of the grant.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Mergertransaction contemplated hereby), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder Partner key employees of the Surviving Corporation Partnership or the Newcos after the Closing as are designated by the principal executive officer of the Surviving Corporation Partnership or the Newcos who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation Newcos and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of of, and agents and consultants providing bona fide services to, the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Mergertransactions contemplated hereby), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder Partner key employees of the Surviving Corporation Newco after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof Mark X. Xxxxxxx (or xx such other officer designated by the Surviving Corporation Newco and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer individual designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon Effective upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available cause options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder key employees employees, consultants and other third parties providing actual services of value to the Company, which are important to the business of the Surviving Corporation (provided such individuals meet the eligibility requirements under UniCapital's stock option plan) after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting AgreementAgreement ("IPO Price"), equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) Price to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price Price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.111.2) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 11.2 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger)Closing Date, UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the Underwriting AgreementClosing Date, equal to 6.25% of the Effective Closing Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior Prior to the effective date of the Registration StatementClosing Date, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive be granted options exercisable at as of the IPO price Closing Date and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.

UNICAPITAL STOCK OPTIONS. Upon the effective date of the Registration Statement (but subject in all events to the consummation of the Merger), UniCapital shall make available options to purchase that number of shares of UniCapital Stock having a fair market value on the effective date of the Registration Statement, based upon the IPO price per share set forth in the 49 Underwriting Agreement, equal to 6.25% of the Effective Date Consideration (valuing the UniCapital Stock to be issued as part of the Effective Date Consideration at the IPO price per share for the purposes of this Section 11.1) to be granted to those non-Stockholder key employees of the Surviving Corporation after the Closing as are designated by the principal executive officer of the Surviving Corporation who is entering into an Employment Agreement pursuant to Section 9.2 hereof (or such other officer designated by the Surviving Corporation and acceptable to UniCapital). Not later than seven days prior to the effective date of the Registration Statement, the officer designating the recipients of such options shall provide to UniCapital a written list of the names of those designated recipients who will receive options exercisable at the IPO price and the relative percentages of the 6.25% option pool provided under this Section 11.1 to be awarded to each recipient, as well as the percentage of options, if any, to be reserved for future issuance. Any options reserved for future issuance shall be granted at an exercise price equal to the fair market value of UniCapital Stock as of the date of grant. All options shall be granted in accordance with UniCapital's policies, and authorized and issued under the terms of UniCapital's principal stock option plan for the benefit of employees of UniCapital and its subsidiaries.