Common use of Stock Option and Other Stock Plans Clause in Contracts

Stock Option and Other Stock Plans. (a) CapStar Stock Options. Immediately prior to the Effective Time, each option to purchase shares of CapStar Common Stock (a "CAPSTAR STOCK OPTION") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at such time shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) to purchase the number of shares of AGH Common Stock (rounded up to the nearest whole share) equal to the number of shares of CapStar Common Stock subject to such option multiplied by the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock (rounded down to the nearest xxxxx) equal to the former exercise price per share of CapStar Common Stock under such option immediately prior to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStar; provided, however, that in the case of any CapStar Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Options shall be subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise provisions) as were applicable to CapStar Stock Options immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Snyder Communications Inc. Second Amended and Restated 1996 Stock OptionsInxxxxxxe Plan and other assumed stock option plans of the Company (the "Company Option Plans") and any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall assume each option to purchase shares of CapStar SNC Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONSNC Stock Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at ), and each such time SNC Stock Option shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) (each an "Adjusted Option") to purchase the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar SNC Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar SNC Common Stock under subject to such option immediately prior SNC Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar SNC Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Snyder Communications Inc. Second Amended and Restated 1996 Stock OptionsIncentxxx Xxan and other assumed stock option plans of the Company (the "Company Option Plans") and any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall assume each option to purchase shares of CapStar SNC Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONSNC Stock Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at ), and each such time SNC Stock Option shall be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be granted) (each an "Adjusted Option") to purchase the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar SNC Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar SNC Common Stock under subject to such option immediately prior SNC Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar SNC Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.

Stock Option and Other Stock Plans. (a) CapStar As soon as practicable following the date of this Agreement, Parent and the Company shall take such action with respect to Xxxxxx Communications Inc. Second Amended and Restated 1996 Stock OptionsIncentive Plan and other assumed stock option plans of the Company (the "Company Option Plans") and -------------------- any other actions as may be required to effect the following provisions of this Section 2.06(a). Immediately prior to At the Effective Time, Parent shall cause each option to purchase shares of CapStar xxxxxx.xxx Common Stock pursuant to the Company Option Plans that is then outstanding, whether vested or unvested (each a "CAPSTAR STOCK OPTIONxxxxxx.xxx Stock ---------------- Option") set forth in Schedule 4.3(b) of the CapStar Disclosure Letter which is outstanding at such time shall to be vested and exercisable. As of the Effective Time, each CapStar Stock Option which is outstanding as of the Effective Time shall be assumed by the Surviving Corporation and converted into an option (or a new substitute option shall be grantedeach an "Adjusted Option") to purchase ------ --------------- the number of shares of AGH Common Stock Parent ADSs (rounded up to the nearest whole share) equal to (x) the number of shares of CapStar xxxxxx.xxx Common Stock subject to such option multiplied by (y) the CapStar Exchange Ratio, at an exercise price per share of AGH Common Stock Parent ADS (rounded down to the nearest xxxxxwhole cent) equal to the former aggregate exercise price per share for the shares of CapStar xxxxxx.xxx Common Stock under subject to such option immediately prior xxxxxx.xxx Stock Option divided by the number of Parent ADSs purchasable pursuant to the Effective Time as appropriately adjusted to reflect the value of the Spin-Off Transaction, as determined in good faith by the board of directors of CapStarcorresponding Adjusted Option; provided, however, that in the case of any CapStar -------- ------- xxxxxx.xxx Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Code. Except as provided above, the converted or substituted CapStar Stock Adjusted Options shall be subject to the same terms and conditions (including, without limitationsubject to any contractual acceleration of vesting as a consequence of the Merger pursuant to the terms of the applicable option agreement, expiration date, vesting and exercise provisionswith respect to vesting) as were applicable to CapStar Stock Options the converted option immediately prior to the Effective Time, except that all converted or substituted CapStar Stock Options shall be vested and fully exercisable. Except as provided in the immediately preceding sentence, the Merger shall not be treated as an event which shall affect the period for exercising CapStar Stock Options. CapStar Stock Options shall not be treated as expiring as of the Effective Time solely due to the fact that CapStar shall cease to exist as of the Effective Time. CapStar and AGH shall take such necessary action to effectuate the terms of this Section 7.8(a), including the amendment by the Board of Directors of CapStar of the CapStar Stock Plans and the filing of any registration statements or other documents.