Common use of Stock Options and SARs Clause in Contracts

Stock Options and SARs. (a) Each option to purchase Shares issued pursuant the Company's Amended and Restated 1997 Stock Awards Plan (such plan, the "Company Stock Option Plan," and each option issued thereunder, a "Company Option") shall become exercisable immediately prior to the Effective Time, as permitted pursuant to the terms and conditions of the Company Stock Option Plan. The Company shall offer to each holder of a Company Option that is outstanding immediately prior to the Effective Time (the "Purchase Date") (whether or not then presently exercisable or vested) to cancel such Company Option in exchange for an amount in cash equal to the product obtained by multiplying (x) the difference between the Merger Consideration and the per share exercise price of such Company Option, and (y) the number of Shares covered by such Company Option. All payments in respect of such Company Options shall be made as promptly as practicable after the Purchase Date, subject to the collection of all applicable withholding taxes required by law to be collected by the Company. Each Company Option, the holder of which does not accept such offer, that remains