Common use of Amendment of Stock Plans and Agreements Clause in Contracts

Amendment of Stock Plans and Agreements. Prior to the Effective Time, IES shall amend its Stock Plan (as hereinafter defined) and each underlying award agreement to provide that (i) each outstanding option to purchase shares of IES Common Stock (a "IES Stock Option"), along with any tandem stock appreciation right, shall constitute an option to acquire shares of WPL Common Stock, on the same terms and conditions as were applicable under such IES Stock Option, based on the same number of shares of WPL Common Stock as the holder of such IES Stock Option would have been entitled to receive pursuant to the Merger in accordance with Article II had such holder exercised such option in full immediately prior to the Effective Time; provided, however, that the number of shares, the option price, and the terms and conditions of exercise of such option, shall be determined in a manner that preserves both (A) the aggregate gain (or loss) on the IES Stock Option immediately prior to the Effective Time and (B) the ratio of the exercise price per share of the IES Stock to the fair market value (determined immediately prior to Effective Time) per share subject to such option; and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; and (ii) each other outstanding award under the IES Stock Plan (the "IES Stock Awards") shall constitute an award based upon the same number of shares of WPL Common Stock as the holder of such IES Stock Award would have been entitled to receive pursuant to the Merger in accordance with Article II had such holder been the absolute owner, immediately before the Effective Time, of the shares of IES Common Stock on which such IES Stock Award is based, and otherwise on the same terms and conditions as governed by such IES Stock Award immediately before the Effective Time. At the Effective Time, the Company shall assume each stock award agreement relating to the IES Stock Plan, as amended as previously provided. As soon as practicable after the Effective Time, the Company shall deliver to the holders of IES Stock Options and IES Stock Awards appropriate notices setting forth such holders' rights with respect to such options and awards after the Effective Time and each underlying stock award agreement, each as assumed by the Company.

Amendment of Stock Plans and Agreements. Prior to the Effective Time, IES shall amend its Stock Plan (as hereinafter defined) and each underlying award agreement to provide that (i) each outstanding option to purchase shares of IES Common Stock (a "IES a"IES Stock Option"), along with any tandem stock appreciation right, shall constitute an option to acquire shares of WPL Common Stock, on the same terms and conditions as were applicable under such IES Stock Option, based on the same number of shares of WPL Common Stock as the holder of such IES Stock Option Opton would have been entitled to receive pursuant to the Merger in accordance with Article II If had such holder exercised such option in full immediately prior to the Effective Time; provided, however, that the number of shares, the option price, and the terms and conditions of exercise of such option, shall be determined in a manner that preserves both (A) the aggregate gain (or loss) on the IES Stock Option immediately prior to the Effective Time and (B) the ratio of the exercise price per share of the IES Stock to the fair market value (determined immediately prior to Effective Time) per share subject to such option; and provided, andprovided,further, ,that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422-424 of the Code, the option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code; and (ii) each CodN' 0iieach-other outstanding award under the IES Stock Plan (the "IES Stock Awards") shall constitute an award based upon the same number of shares of WPL Common Stock as the holder of such IES Stock Award would have been entitled to receive pursuant to the Merger in accordance with Article II had such such- holder been -been the absolute owner, immediately before the Effective Time, of the shares of IES Common Stock on which such IES Stock Award is based, and otherwise on the same terms and conditions as governed by such IES Stock Award immediately before the Effective Time. At the Effective Time, the Company shall assume each stock award agreement relating to the IES Stock Plan, as amended as previously previ ously provided. As soon as practicable after the Effective Time, the Company shall deliver to the holders of IES Stock Options and IES Stock Awards appropriate notices setting forth such holders' rights with respect to such options and awards after the Effective Time and each underlying stock award agreement, each as assumed by the Company.