Common use of Cancellation of Options Clause in Contracts

Cancellation of Options. At the Effective Time, each then outstanding option (the "Options") to purchase or acquire shares of Company Common Stock under the Grist Mill Co. 1986 Non-Qualified Stock Option Plan, as amended (the "Stock Option Plan"), whether or not then exercisable or vested, shall be canceled and shall represent the right to receive the following consideration in settlement thereof: for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount in cash as described above being hereinafter referred to as the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon the Funding Date (as defined below), all Options shall immediately vest and be exercisable. As used herein, the term "Funding Date" shall mean the date that funds necessary to pay for the Shares accepted for payment pursuant to the Offer have been tendered to the Paying Agent as provided for in this Agreement.

Cancellation of Options. At the Effective Time, each then outstanding option (the "Options") to purchase or acquire shares of Company Common Stock Stock, whether or not issued under the Grist Mill Co. 1986 Non-Qualified Company's 2000 Omnibus Stock Option Plan, as amended Incentive Plan (the "Stock Option Plan"), and whether or not then exercisable or vested, shall be canceled and as to any such Options which are according to their terms vested and exercisable as of the Effective Time ("Vested Option"), the cancellation of such Vested Options shall represent the right to receive the following consideration in settlement thereof: for each share of Company Common Stock subject to such Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, Vested Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Vested Option to the extent such difference is a positive number (such amount in cash as described above being hereinafter referred to as the "Option Consideration"); provided, however, that with respect to any person subject to Section 16(a) of the Exchange Act, any such Option Consideration shall not be payable until the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon the Funding Date (as defined below), all Options shall immediately vest and be exercisable. As used herein, the term "Funding Date" shall mean the date that funds necessary to pay for the Shares accepted for payment pursuant to the Offer have been tendered to the Paying Agent as provided for in this Agreement.