Common use of Substitution of Stock Options Clause in Contracts

Substitution of Stock Options. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Retained Employee or Terminee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv), below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Choice Employee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Notwithstanding the above, on the Distribution Date, each Manor Care Stock Option held by Stewxxx Xxxxxx, Xx., xxether issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Common Stock and options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date.

Substitution of Stock Options. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Retained Employee or Terminee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv), below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Stock Option who is a Choice Employee shall receive for each such award a Conversion Award, consisting of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. On the Distribution Date, each grantee of a Manor Care Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) below. Notwithstanding the above, on the Distribution Date, each Manor Care Stock Option held by Stewxxx Xxxxxxx Xxxxxx, Xx., xxether whether issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Common Stock and options to acquire Choice Common Stock based upon the relative trading values of Manor Care and Choice on the Distribution Date.

Substitution of Stock Options. Subject to the provisions of ----------------------------- Section 2.04(f)(v) and (vi2.04(e)(v), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Sunburst Stock Option who is a Retained Employee, a Terminee, or a non-Employee or Terminee Director of Sunburst who does not become a member of the Board of Directors of Choice on the Distribution Date shall receive for each such award a Conversion Award, consisting with respect to which (a) one-half of an option the Aggregate Spread relates to purchase shares of Manor Care nonvested, nonqualified options to acquire Common Stock equal in number of Sunburst and (b) one-half of the Aggregate Spread is proportionately allocated between nonvested, nonqualified options to acquire Sunburst Common Stock and nonvested, nonqualified options to acquire Choice Common Stock based on the number relative trading values of shares covered by Sunburst and Choice on the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv), belowDistribution Date. On the Distribution Date, each grantee of a Manor Care Sunburst Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Sunburst Common Stock equal in number to the number of shares covered by the Manor Care Sunburst Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv2.04(e)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi2.04(e)(v), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Sunburst Stock Option who is a Choice Employee or a non-Employee Director of Sunburst who resigns as a Director of Sunburst and who becomes a member of the Board of Directors of Choice on the Distribution Date shall receive for each such award a Conversion AwardAward with respect to which (a) one-half of the Aggregate Spread relates to nonvested, consisting nonqualified options to acquire Common Stock of an option Choice and (b) one-half of the Aggregate Spread is proportionately allocated between nonvested, nonqualified options to purchase shares of acquire Sunburst Common Stock and Choice Common Stock equal in number to based on the number relative trading values of shares covered by Sunburst and Choice on the Manor Care Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) belowDistribution Date. On the Distribution Date, each grantee of a Manor Care Sunburst Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Sunburst Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv2.04(e)(iv) below. Notwithstanding the above, on the Distribution Date, each Any stock options to purchase Sunburst Common Stock which are held by a Manor Care Stock Option held by Stewxxx Xxxxxx, Xx., xxether employee and were issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Common Stock employee in accordance with Section 2.04(f) of the Employee Benefits and options to acquire Choice Common Stock based upon the relative trading values of Other Employment Matters Allocation Agreement entered into in 1996 between Manor Care and Choice on Sunburst (the Distribution Date."1996 Agreement") shall be treated as follows:

Substitution of Stock Options. Subject to the provisions of ----------------------------- Section 2.04(f)(v) and (vi2.04(e)(v), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Sunburst Stock Option who is a Retained Employee, a Terminee, or a non-Employee or Terminee Director of Sunburst who does not become a member of the Board of Directors of Choice on the Distribution Date shall receive for each such award a Conversion Award, consisting with respect to which (a) one-half of an option the Aggregate Spread relates to purchase shares of Manor Care nonvested, nonqualified options to acquire Common Stock equal in number of Sunburst and (b) one-half of the Aggregate Spread is proportionately allocated between nonvested, nonqualified options to the number of shares covered by the Manor Care acquire Sunburst Common Stock Optionand nonvested, adjusted, however, pursuant nonqualified options to Section 2.04(f)(iv), belowacquire Choice Common Stock based on their relative Post-Conversion Stock Prices. On the Distribution Date, each grantee of a Manor Care Sunburst Stock Option awarded as an incentive stock option who is a Retained Employee or Terminee shall automatically receive in its place a Conversion Award of an option to purchase shares of Manor Care Sunburst Common Stock equal in number to the number of shares covered by the Manor Care Sunburst Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv2.04(e)(iv) below. Subject to the provisions of Section 2.04(f)(v) and (vi2.04(e)(v), below, on the Distribution Date, each grantee of a nonqualified award of a Manor Care Sunburst Stock Option who is a Choice Employee or a non-Employee Director of Sunburst who resigns as a Director of Sunburst and who becomes a member of the Board of Directors of Choice on the Distribution Date shall receive for each such award a Conversion AwardAward with respect to which (a) one-half of the Aggregate Spread relates to nonvested, consisting nonqualified options to acquire Common Stock of an option Choice and (b) one-half of the Aggregate Spread is proportionately allocated between nonvested, nonqualified options to purchase shares of acquire Sunburst Common Stock and Choice Common Stock equal in number to the number of shares covered by the Manor Care based on their relative Post- Conversion Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv) belowPrices. On the Distribution Date, each grantee of a Manor Care Sunburst Stock Option awarded as an incentive stock option who is a Choice Employee shall automatically receive in its place a Conversion Award of an option to purchase shares of Choice Common Stock equal in number to the number of shares covered by the Manor Care Sunburst Stock Option, adjusted, however, pursuant to Section 2.04(f)(iv2.04(e)(iv) below. Any stock options to purchase Sunburst Common Stock which are held by a Manor Care employee and were issued to the Manor Care employee in accordance with Section 2.04(f) of the Employee Benefits and Other Employment Matters Allocation Agreement entered into on November 1, 1996 between Manor Care and Sunburst (the "1996 Agreement") shall be converted based upon an election provided to each Manor Care employee, prior to the distribution contemplated in the Distribution Agreement, to convert any or all of the options to purchase Sunburst Common Stock, whether vested or nonvested, into options to purchase Choice Common Stock based upon the conversion methodologies generally described in Section 2.04(e)(v) below. Notwithstanding the above, on the Distribution Date, each Manor Care Sunburst Stock Option held by Stewxxx Xxxxxxx Xxxxxx, Xx., xxether or a continuing non-employee Director of Sunburst who also becomes a member of the Board of Directors of Choice, whether issued as an incentive stock option or as a nonqualified stock option award, shall be exchanged for a Conversion Award (i) with respect to which the Aggregate Spread shall equal the Aggregate Spread attributable to such incentive stock option or nonqualified stock option award, as the case may be, and (ii) with respect to which the Aggregate Spread shall be proportionately allocated between options to acquire Manor Care Sunburst Common Stock and options to acquire Choice Common Stock based upon the their relative trading values of Manor Care and Choice on the Distribution DatePost-Conversion Stock Prices.