Common use of Replacement Option Clause in Contracts

Replacement Option. On the Effective Date or as soon as administratively practicable thereafter (the "Cancellation Date"), the Stock Option Committee of the Board shall (i) cancel the outstanding stock options held by the Executive to purchase 104,178 shares of Common Stock under the 1996 Stock Option Plan and (ii) immediately grant to the Executive an option under the 1996 Stock Option Plan to purchase 104,178 shares of the Parent's Common Stock (the "Replacement Option"). The Replacement Option shall have an exercise price equal to the fair market value (as defined in the 1996 Stock Option Plan) of the Common Stock on the date the Replacement Option grant is made, have the same exercise conditions (including methods of exercise) as the cancelled stock options and expire on the tenth anniversary of the Cancellation Date. The Executive hereby expressly consents to the aforementioned cancellation of the 104,178 stock options pursuant to this Section 6(b). To the extent that there is an insufficient number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan and the Parent has not obtained stockholder approval of an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted thereunder, the Replacement Option shall be conditioned upon the Parent obtaining stockholder approval of such an amendment. The Parent undertakes to propose, and recommend that the stockholders of the Parent approve, an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan at the next annual stockholder meeting of the Parent, which is to be held not later than June 15, 2001. Alpine, the majority stockholder of the Parent, will confirm in writing to the Parent that it would vote in favor of such an amendment.

Replacement Option. On the Effective Date or as soon as administratively practicable thereafter (the "Cancellation Date"), the Stock Option Committee of the Board shall (i) cancel the outstanding stock options held by the Executive to purchase 104,178 572,388 shares of Common Stock under the 1996 Stock Option Plan and (ii) immediately grant to the Executive an option under the 1996 Stock Option Plan to purchase 104,178 572,388 shares of the Parent's Common Stock (the "Replacement Option"). The Replacement Option shall have an exercise price equal to the fair market value (as defined in the 1996 Stock Option Plan) of the Common Stock on the date the Replacement Option grant is made, have the same exercise conditions (including methods of exercise) as the cancelled stock options and expire on the tenth anniversary of the Cancellation Date. The Executive hereby expressly consents to the aforementioned cancellation of the 104,178 572,388 stock options pursuant to this Section 6(b). To the extent that there is an insufficient number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan and the Parent has not obtained stockholder approval of an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted thereunder, the Replacement Option shall be conditioned upon the Parent obtaining stockholder approval of such an amendment. The Parent undertakes to propose, and recommend that the stockholders of the Parent approve, an amendment to the 1996 Stock Option Plan to increase the number of shares of Common Stock available for awards granted under the 1996 Stock Option Plan at the next annual stockholder meeting of the Parent, which is to be held not later than June 15, 2001. Alpine, the majority stockholder of the Parent, will confirm in writing to the Parent that it would vote in favor of such an amendment.