Common use of Replacement Options Clause in Contracts

Replacement Options. If and when this Option is exercised and the exercise price is paid with previously outstanding shares or with shares as to which this Option is being exercised, as permitted in paragraph 7 hereof, upon such exercise of this Option the Grantee will automatically and simultaneously receive a supplemental option (herein sometimes referred to as a “replacement option”) for a number of shares equal to the number of shares delivered by the Grantee in such exercise of this Option, subject to adjustments of the sort provided in paragraph 5 hereof, at an exercise price per share equal to the Fair Market Value (as defined herein) of the shares subject to the replacement option on the date this Option is thus exercised. Subject to earlier termination as set forth in Paragraph 3 hereof, the term of the replacement option shall expire and the replacement option shall no longer be exercisable, on the later to occur of (i) the expiration date of the originally exercised Option or (ii) ten years from the date of grant of the replacement option. The replacement option shall not itself provide for any further replacement options upon its exercise, whether or not the exercise price of the replacement option is paid with previously outstanding shares or with shares as to which it is being exercised. Notwithstanding anything contained herein to the contrary, no replacement options will be granted hereunder if the Grantee is no longer employed and/or retained by the Company as of the date of the exercise of this Option. In addition, and notwithstanding anything contained herein to the contrary, in the event there is not a sufficient number of shares of Common Stock authorized for issuance upon exercise of a replacement option under the Plan, the Company shall use its best efforts to cause such number of authorized shares of Common Stock underlying the Plan to be increased, provided, however, that if the Company is unable to so cause such increase in the authorized number of shares of Common Stock underlying the Plan to be effectuated, the ability of the Grantee to exercise such replacement option may be delayed indefinitely until such time as the requisite number of shares of Common Stock is so authorized.

Replacement Options. If and when this Option is exercised and the exercise price is paid with previously outstanding shares or with shares as to which this Option is being exercised, as permitted in paragraph 7 hereof, upon such exercise of this Option the Grantee will automatically and simultaneously receive a supplemental option (herein sometimes referred to as a “replacement option”) for a number of shares equal to the number of shares delivered by the Grantee in such exercise of this Option, subject to adjustments of the sort provided in paragraph 5 hereof, at an exercise price per share equal to the Fair Market Value (as defined herein) of the shares subject to the replacement option on the date this Option is thus exercised. Subject to earlier termination as set forth in Paragraph 3 hereof, the term of the replacement option shall expire and the replacement option shall no longer be exercisable, on the later to occur of (i) the expiration date of the originally exercised Option or (ii) ten years from the date of grant of the replacement option. The replacement option shall not itself provide for any further replacement options upon its exercise, whether or not the exercise price of the replacement option is paid with previously outstanding shares or with shares as to which it is being exercised. Notwithstanding anything contained herein to the contrary, no replacement options will be granted hereunder if the Grantee is no longer employed and/or retained by a director of the Company as of the date of the exercise of this Option. In addition, and notwithstanding anything contained herein to the contrary, in the event there is not a sufficient number of shares of Common Stock authorized for issuance upon exercise of a replacement option under the Plan, the Company shall use its best efforts to cause such number of authorized shares of Common Stock underlying the Plan to be increased, provided, however, that if the Company is unable to so cause such increase in the authorized number of shares of Common Stock underlying the Plan to be effectuated, the ability of the Grantee to exercise such replacement option may be delayed indefinitely until such time as the requisite number of shares of Common Stock is so authorized.

Replacement Options. If Whitney will assume the rights and when this obligations of Citizens pursuant to the stock options outstanding immediately prior to the Effective Date under its 1993 Stock Option is exercised Plan (a "1993 Plan Option") and its 1994 Stock Option Plan (a "1994 Stock Option", and each such stock option existing immediately prior to the Effective Date called an "Existing Stock Option" and each such assumed stock option existing immediately after the Effective Date called an "Replacement Option" and the exercise price is paid with previously outstanding shares or with shares as to which this 1993 Stock Option is being exercised, as permitted in paragraph 7 hereof, upon such exercise of this Plan and 1994 Stock Option the Grantee will automatically and simultaneously receive a supplemental option (herein sometimes Plan are collectively referred to as a “replacement option”the "Option Plans"). The terms of such assumption shall be as follows: (i) for a Under the Replacement Option, the optionee shall have the right to purchase the number of whole shares of Whitney Common Stock equal to the product obtained by multiplying the number of shares delivered of Citizens Common Stock subject to such option immediately prior to the Effective Time by the Grantee in such Exchange Ratio, rounded up to the nearest whole number of shares of Whitney Common Stock, and the per share exercise price for the shares of Whitney Common Stock issuable upon the exercise of this Option, subject such assumed options shall be equal to adjustments of the sort provided in paragraph 5 hereof, at an quotient obtained by dividing the exercise price per share equal of Citizens Common Stock specified under the plan or agreement immediately prior to the Fair Market Value (as defined herein) of Effective Time by the shares subject Exchange Ratio, rounding the resulting exercise price down to the replacement option on the date this Option is thus exercised. Subject to earlier termination as set forth in Paragraph 3 hereof, the term of the replacement option shall expire and the replacement option shall no longer be exercisable, on the later to occur of (i) the expiration date of the originally exercised Option or nearest whole cent. (ii) ten years from the date of grant of the replacement option. The replacement option Replacement Option shall not itself provide give the optionee additional benefits which he did not have under the Existing Stock Option. (iii) No later than the Effective Time, Whitney shall reserve for any further replacement options upon its exercise, whether or not issuance the exercise price of the replacement option is paid with previously outstanding shares or with shares as to which it is being exercised. Notwithstanding anything contained herein to the contrary, no replacement options will be granted hereunder if the Grantee is no longer employed and/or retained by the Company as of the date of the exercise of this Option. In addition, and notwithstanding anything contained herein to the contrary, in the event there is not a sufficient number of shares of Whitney Common Stock authorized for issuance that will become issuable upon the exercise of the Replacement Options. (iv) Each Replacement Option shall constitute a replacement option under continuation of the PlanExisting Stock Option substituting (where applicable) Whitney for Citizens and employment by Whitney or any of its subsidiaries for employment by Citizens or any of its subsidiaries. Notwithstanding the foregoing, as to a 1993 Plan Option, the Company terms of any Replacement Option shall use its best efforts to cause be such number of authorized shares of Common Stock underlying that the Plan to be increased, provided, however, that if the Company is unable to so cause such increase in the authorized number of shares of Common Stock underlying the Plan to be effectuated, the ability substitution of the Grantee Replacement Option for the Existing Stock Option would not constitute a modification of the Existing Stock Option within the meaning of Section 425(h)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder, if such apply to exercise such replacement option may be delayed indefinitely until such time the Existing Stock Option. (v) As soon as practicable after the requisite number Effective Time, Whitney shall execute a document evidencing the assumption by Whitney of shares of Common the Existing Stock is so authorizedOptions.