Common use of Company Stock Options Clause in Contracts

Company Stock Options. At the Effective Time, each Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to (i) the product of (a) the aggregate number of shares of Company Common Stock subject to any unexercised Company Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by (b) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be terminated, without any consideration therefor. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Time.

Company Stock Options. At the Effective Time, each Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not each then-outstanding and unexercised Company Stock Option, to the extent then vested (including Company Stock Options that vest in connection with the Merger or exercisablesuch holder’s termination from the Company in connection with the Merger) or otherwise designated by Parent, shall automatically be canceled and converted into the holder thereof shall then become entitled right to receive, in full satisfaction of receive from the rights of such holder with respect thereto, Surviving Corporation an amount of cash equal to the product of (i) the product of (a) the aggregate total number of shares of Company Common Stock then underlying such Company Stock Option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price per share of such Company Stock Option, without any interest thereon and subject to any unexercised all applicable withholding. Each Company Stock Option (whether vested or unvested) which that is unvested and outstanding immediately prior to the Effective Time and which has not been designated for cancellation and a cash out as described above shall be assumed by Parent (an “Assumed Option”) on the same terms and conditions (including applicable vesting requirements) as applied to each such Assumed Option immediately prior to the Effective Time, except that (x) the number of shares of Parent Common Stock subject to the Assumed Option shall equal the product of the number of shares of Company Stock subject to the Company Stock Option, multiplied by the Exchange Ratio, with the result rounded down to the nearest whole number and (by) the amount, if any, per share exercise price of such Assumed Option will be equal to the quotient determined by which the Per Share Merger Consideration exceeds dividing the exercise price per share of Company Common Stock at which is subject such Assumed Option was exercisable immediately prior to such Company Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time by the Exchange Ratio, with an the result rounded up to the nearest whole cent. Assumed Options will remain subject to the terms of the applicable Company Equity Plans and stock option agreements, except as necessary to effectuate the transactions contemplated in this Agreement. In the event that the exercise price per share that of any Company Stock Option is equal to or greater than the Per Share Merger Consideration Consideration, such Company Stock Option shall be terminatedcanceled, without any consideration therefor. The Company agrees that the Board of the Company (orbeing payable in respect thereof, if appropriate, any committee administering the Option Plans) shall adopt such resolutions and have no further force or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Timeeffect.

Company Stock Options. At Immediately prior to the Effective Time, each then-outstanding option to purchase shares of Common Stock (a “Company Option that is then outstandingStock Option”) granted under the Xxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Xxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether under or not vested or exercisable, shall become fully vested and exercisable contingent upon the Company’s 1996 Stock Option PlanEffective Time, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Planand shall be, as amended (collectively, the “Option Plans”) of or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled and converted into the holder thereof shall then become entitled right to receive, in full satisfaction of the rights of such holder with respect thereto, receive an amount of in cash equal to the product of (i) the product excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (aii) the aggregate number of shares of such holder could have purchased (without regard to whether the Company Common Stock subject to any unexercised Option is then vested) had such holder exercised such Company Stock Option (whether vested or unvested) which is outstanding in full immediately prior to the Effective Time multiplied by (b) the amountTime. However, if any, by which the Per Share Merger Consideration exceeds the applicable exercise price per share of Company Common Stock which is subject to such Company Stock Option (is equal to or exceeds the “Merger Consideration, such Company Stock Option Consideration”). The right shall be canceled without payment of any holder of Company Options to receive the Option Consideration consideration therefor and shall be subject of no further force and effect. Prior to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Option outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be terminated, without any consideration therefor. The Company agrees Stock Plans so that the Board Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of the its Affiliates) is not assuming or continuing any Company (orStock Option, if appropriate, any committee administering the Option Plans) shall adopt such resolutions stock awards or take such other actions (including obtaining any required consents) as may be required stock option grants made prior to effect the transactions described in this Section 1.6 as of the Effective Time, if any.

Company Stock Options. (a) At the Effective Time, each outstanding option to purchase shares of Company Option that is then outstandingCommon Stock (a "Company Stock Option" or collectively, whether under "Company Stock Options") issued pursuant to the Company’s 1996 Summit Care Corporation Stock Option Plan, the New York Restaurant Groupas amended, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding "Company OptionsPlan"), whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled converted into and shall become the holder thereof shall then become entitled right to receivereceive a cash payment per Company Stock Option, in full satisfaction of the rights of such holder with respect theretowithout interest, an amount of cash equal to determined by multiplying (i) the product excess, if any, of the Per Share Amount over the applicable per share exercise price of such Company Stock Option (awithout taking into account whether such Company Stock Option was in fact exercisable at such time), by (ii) the aggregate number of shares of Company Common Stock subject to any unexercised into which such Company Stock Option (whether vested or unvested) which is outstanding was exercisable immediately prior to the Effective Time multiplied by (b) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject less any amounts required to such Company Option (the “Option Consideration”be deducted pursuant to any applicable income and employment tax withholding requirements). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each all Company Option outstanding as of the Effective Time Stock Options (including those options with an exercise price per share that is equal to or greater than in excess of the Per Share Merger Consideration Amount) shall be terminatedcanceled and be of no further force or effect except for the right to receive cash to the extent provided in this Section 2.12. Prior to the Effective Time, without any consideration therefor. The Company agrees that the Board of the Company shall take all actions (orincluding, if appropriate, any committee administering amending the Option Plansterms of the Company Plan) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required that are necessary to give effect to the transactions described in contemplated by this Section 1.6 as of the Effective Time2.12.

Company Stock Options. (a) At the Effective Time, each Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, the Company shall cause each outstanding option (whether or not then vested or exercisable) to purchase shares of Company Common Stock (each, a “Company Stock Option”) to be cancelled and converted into the right to receive cash, without interest, in an amount (the “Option Consideration”) determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Option by (y) the number of shares of Company Common Stock then covered by the Company Stock Option. The Option Consideration shall be canceled payable by the Company to each holder of a Company Stock Option promptly after the Effective Time, subject to applicable withholding, and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to only after (i) verification by the product Company and Parent of the ownership and terms of the particular Company Stock Option by reference to the Company’s records, and (aii) delivery of a written instrument duly executed by the holder of the applicable Company Stock Option, in a form provided by the Company, and acceptable to Parent, setting forth (x) the aggregate number of shares of Company Common Stock subject issuable under the Company Stock Options owned by such holder and the respective issue dates and exercise prices of the Company Stock Options, (y) a representation by the holder that he or she is the owner of all Company Stock Options described pursuant to any clause (x) and that none of those Company Stock Options has expired or ceased to be exercisable, and (z) a confirmation by such holder that the Company Stock Option is no longer in force or effect. Parent will provide funds to the Company sufficient to enable it to pay the Option Consideration. All unexercised Company Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by (b) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with that have an exercise price per share that is equal to or greater than exceeding the Per Share Merger Consideration shall be terminatedimmediately cancelled and forfeited. Prior to the Effective Date, without any consideration therefor. The Company agrees that the Board of the Company shall make any amendments to the Company’s 1993 Stock Incentive Plan, 2001 Stock Incentive Plan and Non-Employee Directors’ Stock Option Plan (orcollectively, if appropriate, any committee administering the “Company Option Plans”) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required that are necessary to give effect to the transactions described in contemplated by this Section 1.6 as of the Effective Time2.08(a).

Company Stock Options. At Immediately prior to the Effective Time, each outstanding employee stock option to purchase Company Option that is then outstanding, whether Shares granted under the Company’s 1996 's Management Stock Option Plan, the New York Restaurant Group, Inc. 1997 Award and Stock Option Plan or The Xxxxx & Wollensky Restaurant Group(the "Company SASOP") (each, Inc. 2001 a "Company Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective TimeOption"), whether or not then vested or exercisable, shall be (or, if not previously vested and exercisable, shall become), consistent with the plans and agreements applicable to such Company Stock Option, vested and exercisable and such Company Stock Option immediately thereafter shall be canceled by the Company. Buyer shall pay to the Surviving Corporation, and the each holder thereof of a canceled Company Stock Option shall then become be entitled to receivereceive from the Surviving Corporation at the Effective Time or as soon as practicable thereafter, in full satisfaction of consideration for the rights cancellation of such holder with respect theretoCompany Stock Option, an amount of in cash equal to the product of (i) the product number of Company Shares previously subject to such Company Stock Option and (aii) the aggregate number excess, if any, of shares of the Merger Consideration over the exercise price per Company Common Stock Share previously subject to any unexercised such Company Option (whether vested or unvested) which is outstanding immediately prior Stock Option. Prior to the Effective Time multiplied the Company shall (y) use its best efforts to obtain any consents from holders of Company Stock Options and (z) make any amendments to the terms of such Company Stock Options and the Company SASOP that are necessary to give effect to the transactions contemplated by (b) the amountthis Section 2.2. Notwithstanding any other provision of this Section 2.2, if any, by which the Per Share delivery of any Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right may be withheld in respect of any employee stock option until such necessary consents are obtained; provided that, in the event that any such consent with respect to any such option is not obtained, the consideration payable pursuant to this Section 2.2(b) shall nevertheless be paid by Buyer to the Surviving Corporation, and retained by the Surviving Corporation, in respect of such option and, when applicable, the Surviving Corporation shall pay any such consideration to the holder of Company Options such option. Prior to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each the Company shall be 2 7 permitted to amend the Company SASOP or any Company Stock Option to extend the date of exercise or accelerate the vesting of any currently outstanding as Company Stock Option through the earlier of the Effective Time with an exercise price per share that is equal to or greater than and the Per Share Merger Consideration shall be terminated, without any consideration therefordate of termination of this Agreement. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Time.2.3

Company Stock Options. (a) At the Effective Time, each Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, the Company shall cause each outstanding option (whether or not then vested or exercisable) to purchase shares of Company Common Stock (each, a "Company Stock Option") to be cancelled and converted into the right to receive cash, without interest, in an amount (the "Option Consideration") determined by multiplying (x) the excess, if any, of the Merger Consideration over the applicable per share exercise price of such Option by (y) the number of shares of Company Common Stock then covered by the Company Stock Option. The Option Consideration shall be canceled payable by the Company to each holder of a Company Stock Option promptly after the Effective Time, subject to applicable withholding, and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to only after (i) verification by the product Company and Parent of the ownership and terms of the particular Company Stock Option by reference to the Company's records, and (aii) delivery of a written instrument duly executed by the holder of the applicable Company Stock Option, in a form provided by the Company, and acceptable to Parent, setting forth (x) the aggregate number of shares of Company Common Stock subject issuable under the Company Stock Options owned by such holder and the respective issue dates and exercise prices of the Company Stock Options, (y) a representation by the holder that he or she is the owner of all Company Stock Options described pursuant to any clause (x) and that none of those Company Stock Options has expired or ceased to be exercisable, and (z) a confirmation by such holder that the Company Stock Option is no longer in force or effect. Parent will provide funds to the Company sufficient to enable it to pay the Option Consideration. All unexercised Company Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by (b) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with that have an exercise price per share that is equal to or greater than exceeding the Per Share Merger Consideration shall be terminatedimmediately cancelled and forfeited. Prior to the Effective Date, without any consideration therefor. The Company agrees that the Board of the Company shall make any amendments to the Company's 1993 Stock Incentive Plan, 2001 Stock Incentive Plan and Non-Employee Directors' Stock Option Plan (orcollectively, if appropriate, any committee administering the "Company Option Plans") shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required that are necessary to give effect to the transactions described in contemplated by this Section 1.6 as of the Effective Time2.08(a).

Company Stock Options. At Immediately prior to the Merger Effective Time, each option to purchase shares of Company Option that is then outstanding, whether under the Company’s 1996 Common Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide ) granted under a Company Equity Plan that Company Options is outstanding immediately prior to the Merger Effective Time (each, a “Company Stock Option Award”) shall, without any action on the part of New PubCo, the Company or any holder thereof, fully vest and be deemed exercised in a net exercise such that the holder of such Company Stock Option Award shall receive, immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction a number of the rights shares of such holder with respect thereto, an amount of cash Company Common Stock equal to (ix) the product of (a) the aggregate number of shares of Company Common Stock subject to any unexercised such Company Stock Option (whether vested or unvested) which is outstanding Award immediately prior to the Merger Effective Time Time, multiplied by (by) the amount, if any, by which excess of the Per Share Merger Consideration exceeds Fair Market Value of a share of Company Common Stock minus the exercise price per share of Company Common Stock which is subject to such Company Stock Option Award, and then divided by (z) the Fair Market Value of a share of Company Common Stock (the “Option ConsiderationNet Exercise Shares”). The right of any holder of Company Options All such Net Exercise Shares shall be deemed outstanding immediately prior to the Merger Effective Time and entitled to receive the Option Merger Consideration shall (together with any cash to be subject to and paid in lieu of fractional shares of New PubCo Class A Common Stock in accordance with Section 3.5(h)) as set forth in Section 3.2(b)(i), reduced by any applicable Tax withholding. For the amount avoidance of doubt, any withholding that is required under applicable Law. At the Effective Time, each Company Stock Option outstanding as of the Effective Time Award with an exercise price per share of Company Common Stock subject to such Company Stock Option Award that is equal to equals or greater than exceeds the Per Share Merger Consideration Fair Market Value of a share of Company Common Stock shall be terminated, without any consideration therefor. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Timecancelled for no consideration.

Company Stock Options. At Immediately prior to the Effective Time, each then-outstanding option to purchase shares of Common Stock (a “Company Option that is then outstandingStock Option”) granted under the Mxxxxxx Xxxxx Corporation Long-Term Incentive Plan and the Mxxxxxx Xxxxx Corporation 1996 Non-employee Directors Stock Incentive Plan (the “Company Stock Plans”), whether under or not vested or exercisable, shall become fully vested and exercisable contingent upon the Company’s 1996 Stock Option PlanEffective Time, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Planand shall be, as amended (collectively, the “Option Plans”) of or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled and converted into the holder thereof shall then become entitled right to receive, in full satisfaction of the rights of such holder with respect thereto, receive an amount of in cash equal to the product of (i) the product excess, if any, of the Merger Consideration over the applicable exercise price per share of such Company Stock Option, and (aii) the aggregate number of shares of such holder could have purchased (without regard to whether the Company Common Stock subject to any unexercised Option is then vested) had such holder exercised such Company Stock Option (whether vested or unvested) which is outstanding in full immediately prior to the Effective Time multiplied by (b) the amountTime. However, if any, by which the Per Share Merger Consideration exceeds the applicable exercise price per share of Company Common Stock which is subject to such Company Stock Option (is equal to or exceeds the “Merger Consideration, such Company Stock Option Consideration”). The right shall be canceled without payment of any holder of Company Options to receive the Option Consideration consideration therefor and shall be subject of no further force and effect. Prior to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each the Company, the Company’s Board and any applicable committees thereof shall take all actions necessary to terminate, adjust or amend the Company Option outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be terminated, without any consideration therefor. The Company agrees Stock Plans so that the Board Company Stock Options are cancelled and extinguished for the payments provided herein. Parent (and each of the its Affiliates) is not assuming or continuing any Company (orStock Option, if appropriate, any committee administering the Option Plans) shall adopt such resolutions stock awards or take such other actions (including obtaining any required consents) as may be required stock option grants made prior to effect the transactions described in this Section 1.6 as of the Effective Time, if any.

Company Stock Options. At Prior to the Effective Time, each Company Option that is then outstanding, whether under upon the Company’s 1996 Stock Option Planrequest of Parent, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, Company shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or use reasonable best efforts to take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide such that Company Options outstanding immediately prior to the Effective Time each unexercised Company Stock Option which would otherwise remain outstanding immediately after the Effective Time, whether or not then vested or exercisable, shall be canceled cancelled and only entitle the holder thereof shall then become entitled thereof, as soon as reasonably practicable after surrender thereof, to receive, in full satisfaction of the rights of such holder with respect thereto, receive an amount of cash in cash, without interest, from the Company equal to (i) the product of (ax) the aggregate total number of shares of Company Common Stock subject to the Company Stock Option and (y) the Merger Consideration over the exercise price per share under such Company Stock Option, less any unexercised Company Option applicable withholding Taxes. If so requested by Parent, at least five (whether vested or unvested5) which is outstanding immediately Business Days prior to the Effective Time multiplied and prior to any such payment, the Company shall use its reasonable best efforts to obtain a written acknowledgement and waiver (in form and substance reasonably satisfactory to Parent) from each holder of a Company Stock Option (i) confirming that the cash amount to be paid is correct, (ii) authorizing the withholding of all applicable taxes and (iii) such other matters as reasonably determined by Parent (ban “Acknowledgment and Waiver”) and shall provide a copy of each such Acknowledgement and Waiver to Parent at least five (5) Business Days prior to the amountEffective Time. The Company shall use reasonable best efforts to ensure that, if anyat the Effective Time, by which the Per Share Merger Consideration exceeds the exercise price per each option to purchase a share of Company Common Stock which is subject whether or not then exercisable shall terminate and be of no further effect and any rights thereunder to such Company Option (the “Option Consideration”). The right of any holder purchase shares of Company Options to receive the Option Consideration Common Stock shall also terminate and be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price per share that is equal to no further force or greater than the Per Share Merger Consideration shall be terminated, without any consideration therefor. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Timeeffect.

Company Stock Options. At the Effective Time, each (i) Each unexercised option to purchase or acquire shares of Company Option that is then outstanding, whether Common Stock under the Company’s 1996 Option Plans (each such option, a "COMPANY STOCK OPTION"), including unvested Company Stock Options, shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company or the holder thereof, be canceled, and, (A) in the case of a Company Stock Option Planhaving a per share exercise price less than the Merger Consideration, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, such option shall be treated as follows: As soon as practicable following converted into the date of this Agreement, right to receive from the Board of the Surviving Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of (subject to any applicable withholding tax) in cash equal to (i) the product of (ax) the aggregate number of shares of Company Common Stock subject to any unexercised such Company Stock Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by and (by) the amount, if any, amount by which the Per Share Merger Consideration exceeds the per share exercise price of such Company Stock Option, and (B) in the case of a Company Stock Option having a per share of Company Common Stock which is subject to such Company Option exercise price (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price per share that is "OPTIONS CONSIDERATION") equal to or greater than the Per Share Merger Consideration Consideration, such option shall be terminated, canceled without the payment of cash or issuance of other securities in respect thereof. The cancellation of a Company Stock Option as provided in the immediately preceding sentence shall be deemed a release of any consideration thereforand all rights the holder thereof had or may have had in respect of such Company Stock Option. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required necessary to effect accelerate the transactions described in this Section 1.6 vesting of all Company Stock Options that are not vested Company Stock Options as of the Effective Time.

Company Stock Options. At the Effective Time, each Company Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company OptionsOption, whether vested or unvested, shall, as necessary part of the Merger, be assumed by Parent in accordance with the terms (as in effect as of the date hereof) of such Company Stock Option Plan under which such Company Option was issued and the stock option agreement by which such Company Option is evidenced. All rights with respect to provide that Company Common Stock under outstanding Company Options outstanding immediately prior shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time, whether or not then vested or exercisable, shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to (i) the product each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (aii) the aggregate number of shares of Parent Common Stock subject to each such assumed Company Option shall be equal to the number of shares of Company Common Stock that were subject to any unexercised such Company Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by the Applicable Multiplier, rounded down to the nearest whole number of shares of Parent Common Stock, (biii) the amount, if any, per share exercise price for the Parent Common Stock issuable upon exercise of each such assumed Company Option shall be determined by which the Per Share Merger Consideration exceeds dividing the exercise price per share of Company Common Stock which is subject to such Company Option (the “Option Consideration”). The right of any holder of Company Options Option, as in effect immediately prior to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, by the Applicable Multiplier, and rounding the resulting exercise price up to the nearest whole cent, (iv) all restrictions on the exercise of each such assumed Company Option outstanding shall continue in full force and effect, and (v) the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided however, that each such assumed Company Option shall, in accordance with its terms, be subject to further adjustment as of appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or other similar transaction effected by Parent after the Effective Time with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be terminated, without any consideration thereforTime. The Company agrees and Parent shall take all action that the Board of may be necessary (under the Company (or, if appropriate, any committee administering Stock Option Plans and otherwise) to effectuate the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in provisions of this Section 1.6 as of the Effective Time1.7.

Company Stock Options. At (a) As of the Effective Time, each Company Stock Option that is then outstanding, whether under the Company’s 1996 Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether Time pursuant to the Company Stock Plans (other than any "stock purchase plan" within the meaning of Section 423 of the Code) in effect on the date hereof or not then vested or exercisable, granted hereafter in accordance with Section 4.1(h) shall be canceled assumed by Parent and become and represent an option to purchase the holder thereof shall then become entitled number of shares of Parent Common Stock (a "Substitute Option") (decreased to receive, in the nearest full satisfaction of the rights of such holder with respect thereto, an amount of cash equal to share) determined by multiplying (i) the product of (a) the aggregate number of shares of Company Common Stock subject to any unexercised such Company Stock Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied by (bii) the amountExchange Ratio, if any, by which at an exercise price per share of Parent Common Stock (rounded up to the Per Share Merger Consideration exceeds nearest tenth of a cent) equal to the exercise price per share of Company Common Stock which is subject immediately prior to such Company Option (the “Option Consideration”)Effective Time divided by the Exchange Ratio. The right of any holder Parent shall pay cash to holders of Company Stock Options to receive in lieu of issuing fractional shares of Parent Common Stock upon the Option Consideration shall be subject to and reduced by the amount exercise of any withholding that is required under applicable LawSubstitute Options. At As of the Effective Time, each Company Substitute Option outstanding shall be subject to the same terms and conditions as of were applicable immediately prior to the Effective Time under the related Company Stock Option and Company Stock Plan under which it was granted; provided, however, that, with an exercise price per share that is equal respect to the Substitute Options granted to the individuals listed in Section 5.8 of the Company Letter, such Substitute Options shall remain exercisable for the periods specified in Section 5.8 of the Company Letter notwithstanding the occurrence of the Merger or greater than any termination of such individual's employment with the Per Share Merger Consideration shall be terminatedCompany, without Parent or any consideration thereforof their respective Subsidiaries. The Company agrees that the Board to use all reasonable efforts to obtain any 37 42 necessary consents of the holders of Company (or, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or Stock Options and take such other actions (including obtaining any required consents) as may be required necessary to effect the transactions described in this Section 1.6 as of the Effective Time5.8.

Company Stock Options. At Subject to stockholder approval to the Effective Timeextent required by Section 6.5 and, each Company Option that is then outstanding, whether under in the Company’s 1996 Stock Option Plancase of UK Options, the New York Restaurant Groupimmediately following sentence, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether vested or unvested, as necessary to provide that Company Options outstanding immediately prior to the Effective Time, whether or not the Company shall cause each Company Stock Option outstanding at such time to vest and become fully exercisable (any such Company Stock Option, together with any other Company Stock Option that is already then vested or and exercisable, a “Vested Stock Option”). At least twenty (20) days prior to the Effective Time, the Company shall send to each holder of a Company Stock Option issued under the UK Sub Plan (“UK Options”) an exercise form (in a form to be canceled mutually agreed upon by Parent and the holder thereof shall then become entitled to receive, in full satisfaction of the rights of Company) that enables such holder with respect theretoto exercise his or her UK Options, an amount of cash equal to (i) the product of (a) the aggregate number of shares of Company Common Stock subject to any unexercised Company Option (whether vested or unvested) which is outstanding effective immediately prior to the Effective Time multiplied and conditional upon the Effective Time, on the terms and subject to the conditions of this Agreement, including those set forth in Section 10.2, on a “cashless” basis (meaning Parent shall advance the funds necessary to pay the aggregate exercise prices to the Company immediately prior to the Effective Time on the holders’ behalf, it being understood that payments in respect of Company Common Stock underlying such exercised UK Options will be reduced by (b) the amountamounts of such advances), subject to withholding, if any, as required by which applicable Law. The Company shall use reasonable efforts to obtain the Per Share agreement of the HM Revenue & Customs (“HMRC”) for such cashless exercise procedure (provided that failure to obtain such approval shall not constitute a breach of covenant or otherwise delay or impact the Effective Time). To the extent that any UK Option is not so exercised by delivery of the exercise form to the Company prior to the Effective Time or otherwise, such UK Option shall lapse and be cancelled at the Effective Time without any right or entitlement to any portion of the Merger Consideration exceeds in respect of the exercise price per share of Company Common Stock which is subject to underlying such Company lapsed UK Option (the “Option Consideration”). The right of any holder of Company Options to receive the Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be terminated, without any consideration therefor. The Company agrees that the Board of the Company (or, if appropriate, any committee administering the Option Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 as of the Effective Time.

Company Stock Options. At (a) Prior to the Effective Time, each Company Stock Option under or pursuant to any Company Option Plans that is then outstanding, whether under unexercised and unexpired, prior to the Company’s 1996 Effective Time shall be accelerated in full so that each such Company Stock Option Plan, the New York Restaurant Group, Inc. 1997 Stock Option Plan or The Xxxxx & Wollensky Restaurant Group, Inc. 2001 Stock Incentive Plan, as amended (collectively, the “Option Plans”) or otherwise, shall be treated as follows: As soon as practicable following the date of this Agreement, the Board of the Company (or, if appropriate, any committee thereof administering the Option Plans) shall adopt such resolutions or take such other actions as may be required to adjust the terms of all outstanding Company Options, whether is fully vested or unvested, as necessary to provide that Company Options outstanding and exercisable immediately prior to the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, whether or not then vested or exercisableat the Effective Time, shall be canceled and the holder thereof shall then become entitled to receive, in full satisfaction by virtue of the rights Merger and without any action on the part of such holder with respect theretoParent, an amount of cash equal to (i) U.S. Parent, Merger Sub, the product of (a) Company or the aggregate number of shares holders of Company Common Stock subject to any unexercised Options, each Company Stock Option (whether vested or unvested) which is outstanding immediately prior to the Effective Time multiplied (whether vested, unvested, exercisable or not exercisable) shall be canceled and extinguished and automatically converted into the right to receive from the Surviving Corporation an amount in cash equal to the product obtained by multiplying (bx) the amount, if any, by which aggregate number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Per Share Effective Time and (y) the Merger Consideration exceeds less the per share exercise price per share of Company Common Stock which is subject to such Company Stock Option (the “Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Stock Option). The right of In the event the Option Consideration to any holder of a Company Options to receive the Stock Option Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable Law. At the Effective Time, each Company Option outstanding as of the Effective Time with an exercise price per share that is equal to or greater less than the Per Share Merger Consideration zero, it shall be terminated, understood and agreed that any such Company Stock Option shall be canceled and extinguished immediately upon to the Effective Time without any consideration thereforpayment. The Parent shall, or shall cause the Surviving Corporation to, pay to holders of Company agrees that Stock Options the Board Option Consideration, less applicable Taxes required to be deducted and withheld from payments of the Company (orOption Consideration, if appropriate, any committee administering the Option Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to effect the transactions described in this Section 1.6 soon as of practicable after the Effective TimeTime and in any case within five Business Days thereafter.