EXERCISE OF SUCH COMPANY OPTIONS ON OR
AFTER THE EFFECTIVE TIME IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF.
PRIOR TO THE EFFECTIVE TIME, THE COMPANY SHALL NOTIFY THE HOLDERS OF COMPANY
OPTIONS OF THE SURVIVING CORPORATION'S WITHHOLDING OBLIGATIONS WITH RESPECT TO
SUCH COMPANY OPTIONS ARISING ON OR AFTER THE EFFECTIVE TIME.
17
(B)
PRIOR TO THE EFFECTIVE TIME, THE COMPANY SHALL TAKE ALL NECESSARY
ACTION UNDER ALL STOCK PURCHASE PLANS IN PLACE AT THE COMPANY OR ANY OF ITS
SUBSIDIARIES RELATING TO COMPANY SHARES (INCLUDING THE TRAMMELL CROW COMPANY
EMPLOYEE STOCK PURCHASE PLAN) (COLLECTIVELY, "PURCHASE PLANS") TO PROVIDE THAT
(I) ALL PARTICIPANTS' RIGHTS UNDER ALL CURRENT OFFERING PERIODS SHALL TERMINATE
AT THE END OF THE NEXT PAYROLL DATE FOLLOWING THE DATE HEREOF (THE "STOCK PLAN
SUSPENSION DATE"), BUT IN NO EVENT LATER THAN DECEMBER 31, 2006, AND ALL
ACCUMULATED PAYROLL DEDUCTIONS ALLOCATED TO EACH PARTICIPANT'S ACCOUNT UNDER THE
PURCHASE PLANS SHALL THEREUPON BE USED TO PURCHASE FROM THE COMPANY WHOLE
COMPANY SHARES AT A PRICE DETERMINED UNDER THE TERMS OF THE PURCHASE PLANS FOR
THE OFFERING PERIOD USING THE STOCK PLAN SUSPENSION DATE AS THE FINAL PURCHASE
DATE AND (II) AS OF THE CLOSE OF BUSINESS ON THE BUSINESS DAY IMMEDIATELY PRIOR
TO THE EFFECTIVE TIME, THE PURCHASE PLANS WILL TERMINATE.
AT THE EFFECTIVE
TIME, ANY COMPANY COMMON STOCK ACQUIRED UNDER THE PURCHASE PLANS WILL BE TREATED
AS PROVIDED IN SECTION 3.3.
THE COMPANY SHALL TAKE ALL NECESSARY ACTION SO THAT
AS OF THE DATE HEREOF NO NEW OFFERING IS MADE AND NO OFFERING PERIOD COMMENCES
UNDER THE PURCHASE PLANS.
(C)
EACH COMPANY SHARE OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE
TIME (BUT EXCLUDING ANY COMPANY OPTIONS PROVIDED FOR PURSUANT TO SECTION 3.5(A)
AND RESTRICTED SHARES NOT EXCLUDED FROM SECTION 3.3 (WHOSE RESTRICTIONS LAPSE AS
OF THE EFFECTIVE TIME)) THAT IS SUBJECT TO, AND AFTER THE EFFECTIVE TIME
PURSUANT TO ITS TERMS WILL REMAIN SUBJECT TO, VESTING OR OTHER LAPSE
RESTRICTIONS PURSUANT TO ANY COMPANY OPTION PLAN OR ANY APPLICABLE RESTRICTED
STOCK AWARD AGREEMENT (EACH A "RESTRICTED SHARE") SHALL BE CONVERTED, AT THE
EFFECTIVE TIME, INTO THE RIGHT TO RECEIVE A CASH AMOUNT FROM THE SURVIVING
CORPORATION EQUAL TO THE MERGER CONSIDERATION, LESS ANY APPLICABLE WITHHOLDING
TAXES, AS SOON AS ADMINISTRATIVELY FEASIBLE FOLLOWING THE VESTING OF SUCH
RESTRICTED SHARE, PROVIDED THAT THE PAYMENT OF SUCH CASH AMOUNT SHALL REMAIN
SUBJECT TO THE SAME TERMS AND CONDITIONS (INCLUDING VESTING CONDITIONS) AS WERE
IN EFFECT WITH RESPECT TO SUCH COMPANY SHARE IMMEDIATELY PRIOR TO THE EFFECTIVE
TIME.
THE SURVIVING CORPORATION AND PARENT SHALL TAKE ALL CORPORATE ACTION
NECESSARY TO RESERVE SUFFICIENT CASH FOR PAYMENT UPON THE SETTLEMENT OF SUCH
RESTRICTED SHARES AFTER THE EFFECTIVE TIME UPON VESTING THEREOF IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF SUCH RESTRICTED SHARES.
(D)
EACH COMPANY SHARE UNDERLYING THE PERFORMANCE UNIT AWARDS SET
FORTH ON SECTIONS 4.12(B) AND 4.12(C) OF THE COMPANY DISCLOSURE SCHEDULE
OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME (EACH A "UNIT") SHALL BE
CONVERTED, AT THE EFFECTIVE TIME, INTO THE RIGHT TO