Stock Options and SARs. (a) AMSG shall take all action necessary to amend (if necessary), or otherwise provide for adjustments of outstanding awards under the UWS Stock Option Plans, so that each outstanding UWS option awarded to an AMSG Employee, an AMSG Former Employee or an AMSG Director other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), will be adjusted effective as of the Distribution Date by multiplying the number of shares of UWS Common Stock subject to the option by the AMSG Adjustment Factor and dividing the exercise price per share of the option by the AMSG Adjustment Factor. For these purposes, the "AMSG Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of AMSG Common Stock on the day immediately following the Distribution Date. Each outstanding UWS option granted to a Newco/UWS Employee, a UWS Former Employee or a Newco/UWS Director other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Hefty"), ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and C. ▇▇▇▇▇▇ ▇▇▇▇▇ ("Mordy"), shall be assumed by Newco/UWS under newly established Newco/UWS Stock Option Plans and converted into options to purchase Newco/UWS Stock. Except as provided in this Section 5, the Newco/UWS Stock Option Plans will be substantially similar to the UWS Stock Option Plans and shall not provide any additional benefits. Outstanding UWS Options awarded to Newco/UWS Employees, Newco/UWS Former Employees and Newco/UWS Directors shall be converted into Newco/UWS Options by multiplying the number of shares of UWS Stock subject to the Option by the Newco/UWS Adjustment Factor and dividing the exercise price by the Newco/UWS Adjustment Factor. For these purposes the "Newco/UWS Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of Newco/UWS Common Stock on the day immediately following the Distribution Date. Newco/UWS shall establish a new stock option plan covering both officers and directors. All options issued with respect to Newco/UWS Common Stock shall be issued pursuant to this plan.
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Stock Options and SARs. (a) AMSG shall take all action necessary to amend (if necessary), or otherwise provide for adjustments of outstanding awards under the UWS Stock Option Plans, so that each outstanding UWS option awarded to an AMSG Employee, an AMSG Former Employee or an AMSG Director (but not including any AMSG Director who also serves as a Newco/UWS Director) other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), will be adjusted effective as of the Distribution Effective Date by multiplying the number of shares of UWS Common Stock subject to the option by the AMSG Adjustment Factor and dividing the exercise price per share of the option by the AMSG Adjustment Factor. For these purposes, the "AMSG Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of AMSG Common Stock on the day immediately following the Distribution Date. Each outstanding UWS option granted to a Newco/UWS Employee, a Newco/UWS Former Employee Employee, a BCBSUW employee or a Newco/UWS Director other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Hefty"), ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇") and C. ▇▇▇▇▇▇ ▇▇▇▇▇ ("Mordy"), shall be assumed by Newco/UWS under newly established Newco/UWS Stock Option Plans and converted into options to purchase Newco/UWS Stock. Except as provided in this Section 5, the Newco/UWS Stock Option Plans will be substantially similar to the UWS Stock Option Plans and shall not provide any additional benefits. Outstanding UWS Options awarded to Newco/UWS Employees, Newco/UWS Former Employees Employees, BCBSUW employees and Newco/UWS Directors shall be converted into Newco/UWS Options by multiplying the number of shares of UWS Stock subject to the Option by the Newco/UWS Adjustment Factor and dividing the exercise price by the Newco/UWS Adjustment Factor. For these purposes the "Newco/UWS Adjustment Factor" is defined as the quotient obtained by dividing (x) the closing market price of UWS Common Stock on the Distribution Date by (y) the closing market price of Newco/UWS Common Stock on the day immediately following the Distribution Date. Newco/UWS shall establish a new stock option plan covering both officers and directors. All options issued with respect to Newco/UWS Common Stock shall be issued pursuant to this plan.
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