Common use of Treatment of Stock Options Clause in Contracts

Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or

Treatment of Stock Options. (a) Prior to the Effective DateTime, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and Parent shall take all such other actions as may be necessary and appropriate to cause provide that, immediately prior to the Effective Time, (i) the vesting and exercisability of each unexpired and unexercised then outstanding option or similar right to purchase shares Company Common Stock (each, an “Option”), granted under any stock option plan of the Company, including the Amended and Restated Company 2005 Executive Incentive Compensation Plan, the Amended and Restated 2000 Stock Option Plan, the 2000 Directors Stock Option Plan, and the 1996 Stock Option Plan, in each case, as amended from time to time, or any other plan, agreement or arrangement (collectively, the “Company Stock Plans”), shall be fully accelerated, (ii) each Option with an exercise price per share of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current Stock that is greater than or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the Offer Price, without regard to the identity of the holder, shall be cancelled and terminated, and (iii) each Option with an exercise price per share of Company Common Stock that is less than the Offer Price, without regard to the identity of the holder, shall be deemed exercised and, at the Effective Time, shall be terminated and converted into the right to receive an amount (subject to any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.8(g)), without interest, equal to the product of (A) the total number of shares of Company Common Shares issuable immediately prior Stock deemed to be issued upon the Effective Date upon deemed exercise of such Option and (B) the Company Option (without regard to actual restrictions on exercisability) multiplied by excess of the Exchange Ratio, with an exercise price equal to Merger Consideration per Share over the exercise price which existed under the corresponding per share of Company Common Stock previously subject to such Option divided by the Exchange Ratio, and with other terms and conditions that are the same (such amounts payable hereunder being referred to as the terms and conditions of such Company “Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optioneeConsideration”); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from From and after the Effective DateTime, upon exercise any such deemed exercised Option shall entitle such holder only to the payment of Parent Exchange Optionsthe Option Consideration. Without limiting the foregoing, make available for issuance as soon as practicable after the date hereof, the Company shall take all shares necessary action under the Company Stock Plans and the stock option agreements evidencing the Options (including, to the extent necessary, obtaining consent from the holders of Common Stock covered thereby, subject the Options and making any amendments to the terms and conditions applicable thereto. Each directorof the Company Stock Plans) to effectuate the actions contemplated by this Section 2.10(a) and, officer ornotwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained.

Treatment of Stock Options. (a) Prior Immediately prior to the Effective DateTime, each Company Option that is then outstanding and Parent unexercised, whether or not vested, shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable become fully vested immediately prior to the Effective Date upon Time. At the Effective Time, each such Company Option shall be converted into the right of the holder thereof to receive for each share of Company Common Stock subject to such Company Option an amount in cash equal to (a) the excess, if any, of: (i) the Residual Upfront Per Share Value; minus (ii) the exercise price per share of Company Common Stock subject to such Company Option; plus (b) any amounts required to be paid by Parent with respect to such share in accordance with the terms of Section 1.7(c)(vii), as and when such payments are required to be made; plus (c) the excess, if any, of: (i) any disbursements of cash to be made from the Escrow Fund and/or the value (based on the Escrow Average Closing Price (as defined in the Escrow Agreement)) of any shares of Parent Common Stock to be released from the Escrow Fund, in each case with respect to each share of Company Common Stock subject to such Company Option to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; minus (ii) the exercise price per share of Company Common Stock subject to such Company Option (less the amount of such exercise price, if any, taken into account in determining the amounts under clauses “(a)” or “(b)” of this sentence, if any). Prior to the Effective Time, the Company shall take all action that may be necessary (under the Company Option (without regard Plan or otherwise) to actual restrictions on exercisability) multiplied by effectuate the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions provisions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.31.6 and to ensure that, and (ii) from and after the Effective DateTime, upon exercise each holder of Parent Exchange Optionsan outstanding Company Option converted as provided in this Section 1.6 shall cease to have any rights with respect thereto, make available for issuance all shares of Common Stock covered thereby, subject except the right to receive the terms and conditions applicable thereto. Each director, officer orconsideration specified in this Section 1.6 without interest.

Treatment of Stock Options. (a) Prior to the Effective DateTime, Company -------------------------- Parent and Parent AmeriSource shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company AmeriSource in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees employees of Company AmeriSource by AmeriSource (or its subsidiaries which has been granted by AmeriSource prior to the Effective Time in compliance with the terms of this Agreement) (each, a "Company AmeriSource Option") to be automatically converted on at the Effective Date Time into an option (each, a "Parent Exchange Option") to purchase that number of shares of Parent Common Stock equal to the number of shares of Company AmeriSource Common Shares Stock issuable immediately prior to the Effective Date Time upon exercise of the Company AmeriSource Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company AmeriSource Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company AmeriSource Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the CodeTime. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Parent Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, 2.4 and (ii) from and after the Effective DateTime, upon exercise of Parent Exchange Options, make available for issuance all shares of Parent Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer or.

Treatment of Stock Options. (a) Prior to the Effective Date, Company and Parent shall take all such actions as may be necessary to cause each unexpired and unexercised option or right to purchase shares of Company Common Shares under stock option plans and stock purchase plans of Company in effect on the date hereof which has been granted by Company to current or former directors, officers or Employees of Company or its subsidiaries (each, a "Company Option") to be automatically converted on the Effective Date into an option (each, a "Parent Exchange Option") to purchase that number of shares of Common Stock equal to the number of shares of Company Common Shares issuable immediately prior to the Effective Date upon exercise of the Company Option (without regard to actual restrictions on exercisability) multiplied by the Exchange Ratio, with an exercise price equal to the exercise price which existed under the corresponding Company Option divided by the Exchange Ratio, and with other terms and conditions that are the same as the terms and conditions of such Company Option immediately before the Effective Date (including, without limitation, the acceleration of the exercisability of each such option upon the consummation of the Merger and the length of the period of continuing exercisability of each such option after any termination of the employment of the respective optionee); provided that with respect to any Company Option that is an "incentive stock option" within the meaning of Section 422 of the Code, the foregoing conversion shall be carried out in a manner satisfying the requirements of Section 424(a) of the Code. In connection with the issuance of Parent Exchange Options, Parent shall (i) reserve for issuance the number of shares of Common Stock that will become subject to Parent Exchange Options pursuant to this Section 2.3, and (ii) from and after the Effective Date, upon exercise of Parent Exchange Options, make available for issuance all shares of Common Stock covered thereby, subject to the terms and conditions applicable thereto. Each director, officer oror Employee of Company who is required to execute and who executes the letter agreement contemplated in Section 5.3(e) and whose employment is terminated following the Merger shall have the expiration date of his Parent Exchange Option extended until the 90th day following the date that such director, officer or Employee of Company is first permitted to sell, transfer or otherwise dispose of Common Stock under the terms of such letter agreement. Parent shall cause the committee administering its stock incentive plan to grant Parent Exchange Options in accordance with this Section 2.3. (b) Company agrees to issue treasury shares of Company, to the extent available, upon the exercise of Company Options prior to the Effective Date. (c) Parent agrees to file with the Securities and Exchange Commission ("Commission") as soon as reasonably practicable after the Closing Date a registration statement on Form S-8 or other appropriate form under the Securities Act to register shares of Common Stock issuable upon exercise of the Parent Exchange Options and use its best efforts to cause such registration statement to remain effective until the exercise or expiration of such options. A-5 11 ARTICLE III