Common use of Acceptance of options for exchange and issuance of new options Clause in Contracts

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer and as promptly as practicable following the Expiration Date, we will accept for exchange and cancellation all options properly tendered and not validly withdrawn before the Expiration Date. Once the options are cancelled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be November 19, 2001, and you will be granted New Options on or promptly after (but not more than 20 days after) the first business day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock options. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19, 2001, the scheduled expiration date of the offer, and accepted for exchange and cancelled on November 19, 2001 you will be granted New Options on or promptly after (but not more than 20 days after) May 20, 2002. If we accept and cancel options properly tendered for exchange after November 19, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of the tender of your Eligible Options and Required Options immediately after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelled. We will defer the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grants. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% of the number of shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under a returned option, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile or one of our subsidiaries from the date you return your options for exchange through the date we grant the New Options, you will not receive any New Options, or any other payment or consideration in exchange for your returned options that have been accepted for exchange and cancelled, regardless of how or why your employment terminated. The offer does not change the "at-will" nature of your employment with us, and your employment may be terminated by us or you at any time, including prior to the grant date or vesting of the New Options, for any reason with or without cause.

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer this Offer and as promptly as practicable following the Expiration Dateexpiration of this Offer, we will accept for exchange and cancellation cancel all eligible options properly tendered elected for exchange and not validly withdrawn before the Expiration Dateexpiration of this Offer. Once the eligible options are cancelled, you will no longer will have any rights with respect to those eligible options. In addition, as discussed in Sections 9 and 14 of this Offer to Exchange, regardless of whether those eligible options were incentive stock options or nonstatutory stock options for tax purposes, all new options granted to you will be (i) incentive stock options to the maximum extent permitted by law if you are an employee as of the new option grant date or (ii) nonstatutory stock options if you are a non-employee director or consultant as of the new option grant date. Subject to the terms and conditions of this offerOffer, if your eligible options are properly tendered by you for exchange and accepted for exchangeby us, these eligible options will be cancelled as of on the date of our acceptancecancellation date, which we anticipate to be November 19August 30, 20012019, and you following the expiration of the Offer. For purposes of the Offer, we will be granted New Options on deemed to have accepted options for exchange that are validly tendered and are not properly withdrawn as of the expiration of the Offer and the cancellation date. Promptly following the expiration date and cancellation date, we will give oral or written notice to the option holders generally of our acceptance for exchange of the options. This notice may be made by press release, email or other method of communication. Subject to our rights to terminate the Offer, discussed in Section 15 of this Offer to Exchange, we currently expect that we will accept, promptly after (but not more than 20 days after) the first business day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock options. Thus, subject to the terms and conditions expiration of this offerOffer, if your options are all properly tendered by November 19, 2001, the scheduled expiration date of the offer, and accepted for exchange and cancelled on November 19, 2001 you will be granted New Options on or promptly after (but options that are not more than 20 days after) May 20, 2002. If we accept and cancel options properly tendered for exchange after November 19, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher are Eligible Optionsvalidly withdrawn. We will send a confirmation of our acceptance of grant the tender of your Eligible Options and Required Options immediately after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelled. We will defer on the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim new option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grants. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotionwhich is the same calendar day as the cancellation date, merit or other discretionary grants that may have otherwise been approved for you in following the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% expiration of the number of shares that were subject Offer. We expect the new option grant date to the corresponding returned option (rounded down to the nearest whole share). Thusbe August 30, for every four (4) shares of common stock that are purchasable under a returned option, you will receive the right to purchase three (3) shares of common stock under the New Option2019. All New Options new options granted to you will be granted under our 2000 2004 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and usSocket Mobile. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration number of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile or one of our subsidiaries from the date you return your new options for exchange through the date we grant the New Options, you will not receive any New Options, or any other payment or consideration in exchange for your returned eligible options will cover the same number of shares of our common stock as the number of shares subject to the exchanged options. Shortly after the new option grant date, you will receive your new option agreement in the same manner as Socket Mobile provides any Socket Mobile options in the normal course. You should follow the same procedures that ordinarily apply to any Socket Mobile options granted to you in the normal course. Your new options will become exercisable if and when your new options vest, in accordance with the vesting schedule described in Section 9 of this Offer to Exchange. Options that we do not accept for exchange and options that have not been accepted tendered for exchange or for which we have not received an election form by the deadline will remain outstanding until they are exercised or cancelled or expire by their terms and cancelledwill retain their current exercise price, regardless of how or why your employment terminated. The offer does not change the "at-will" nature of your employment with uscurrent vesting schedule, current term, and your employment may be terminated by us or you at any time, including prior to the grant date or vesting all of the New Options, for any reason with or without causeother terms and conditions as set forth in the relevant option agreement related to such eligible options.

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer this Offer and as promptly as practicable following the Expiration Dateexpiration of this Offer, we will accept for exchange and cancellation cancel all eligible options properly tendered elected for exchange and not validly withdrawn before the Expiration Dateexpiration of this Offer. Once the eligible options are cancelled, you will no longer will have any rights with respect to those eligible options. In addition, as discussed in Sections 9 and 14 of this Offer to Exchange, regardless of whether those eligible options were incentive stock options or nonstatutory stock options for tax purposes, all new options granted to you will be (i) incentive stock options to the maximum extent permitted by law if you are an employee as of the new option grant date or (ii) nonstatutory stock options if you are a non-employee director or consultant as of the new option grant date. Subject to the terms and conditions of this offerOffer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be November 19, 2001, and you will be granted New Options on or promptly after (but not more than 20 days after) the first business day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock options. Thus, subject to the terms and conditions of this offer, if your eligible options are properly tendered by November 19, 2001, the scheduled expiration date of the offer, and accepted you for exchange and accepted by us, these eligible options will be cancelled on November 19the cancellation date, 2001 you which we anticipate will be granted New Options on June 25, 2024, following the expiration of the Offer. For purposes of the Offer, we will be deemed to have accepted options for exchange that are validly tendered and are not properly withdrawn as of the expiration of the Offer and the cancellation date. Promptly following the expiration date and cancellation date, we will give oral or written notice to the option holders generally of our acceptance for exchange of the options. This notice may be made by press release, email or other method of communication. Subject to our rights to terminate the Offer, discussed in Section 15 of this Offer to Exchange, we currently expect that we will accept, promptly after (but not more than 20 days after) May 20the expiration of this Offer, 2002. If we accept and cancel options all properly tendered for exchange after November 19, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher that are Eligible Optionsnot validly withdrawn. We will send a confirmation of our acceptance of grant the tender of your Eligible Options and Required Options immediately after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelled. We will defer on the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim new option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grants. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotionwhich is the same calendar day as the cancellation date, merit or other discretionary grants that may have otherwise been approved for you in following the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% expiration of the number of shares that were subject to Offer. We expect the corresponding returned new option (rounded down to the nearest whole share). Thusgrant date will be June 25, for every four (4) shares of common stock that are purchasable under a returned option, you will receive the right to purchase three (3) shares of common stock under the New Option2024. All New Options new options granted to you will be granted under our 2000 2004 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and usSocket Mobile. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration number of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile or one of our subsidiaries from the date you return your new options for exchange through the date we grant the New Options, you will not receive any New Options, or any other payment or consideration in exchange for your returned eligible options will cover the same number of shares of our common stock as the number of shares subject to the exchanged options. Shortly after the new option grant date, you will receive your new option agreement in the same manner as Socket Mobile provides any Socket Mobile options in the normal course. You should follow the same procedures that ordinarily apply to any Socket Mobile options granted to you in the normal course. Your new options will become exercisable if and when your new options vest, in accordance with the vesting schedule described in Section 9 of this Offer to Exchange. Options that we do not accept for exchange and options that have not been accepted tendered for exchange or for which we have not received an election form by the deadline will remain outstanding until they are exercised or cancelled or expire by their terms and cancelledwill retain their current exercise price, regardless of how or why your employment terminated. The offer does not change the "at-will" nature of your employment with uscurrent vesting schedule, current term, and your employment may be terminated by us or you at any time, including prior to the grant date or vesting all of the New Options, for any reason with or without causeother terms and conditions as set forth in the relevant option agreement related to such eligible options.

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer and as promptly as practicable following the Expiration Date, we will accept for exchange and cancellation all options properly tendered and not validly withdrawn before the Expiration Date. Once the options are cancelled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be November 19, 2001, and you will be granted New Options on or promptly after (but not more than 20 days after) the first business day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock options. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19, 2001, the scheduled expiration date of the offer, and accepted for exchange and cancelled on November 19, 2001 you will be granted New Options on or promptly after (but not more than 20 days after) May 20, 2002. If we accept and cancel options properly tendered for exchange after November 19, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of the tender of your Eligible Options and Required Options immediately after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelled. We will defer the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grants. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% of the number of shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under a returned option, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile or one of our subsidiaries from the date you return your options for exchange through the date we grant the New Options, you will not receive any New Options, or any other payment or consideration in exchange for your returned options that have been accepted for exchange and cancelled, regardless of how or why your employment terminated. The offer does not change the "at-will" nature of your employment with us, and your employment may be terminated by us or you at any time, including prior to the grant date or vesting of the New Options, for any reason with or without cause.

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer and as promptly as practicable following the Expiration Dateexpiration date, we will accept for exchange and cancellation all cancel options properly tendered and not validly withdrawn before the Expiration Dateexpiration date. Once the options are cancelled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be November 19June 11, 2001, and you will be granted New Options new options on or promptly after (but not more than 20 days after) about the first business day that is at least six months and one day two days after the date we cancel the options accepted for exchange. All newly granted options Our Board of Directors will be nonstatutory stock select the actual grant date for the new options. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19June 8, 2001, the scheduled expiration date of the offer, and accepted for exchange and cancelled on November 19June 11, 2001 you will be granted New Options new options on or promptly after (but not more than 20 days after) May 20about December 13, 20022001. If we accept and cancel options properly tendered for exchange after November 19June 11, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options new options will be granted will be similarly delayed. Only As promptly as practicable after we accept and cancel options with tendered for exchange, we will issue to you a Promise to Grant New Option, by which we will commit to grant stock options to you on a date no earlier than December 13, 2001 covering the same number of shares as the options cancelled pursuant to this offer, provided that you remain an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of eligible employee on the tender of your Eligible Options and Required Options immediately after date on which the Expiration Date and will notify you if we reject your election grant is to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been acceptedbe made. If we accept for exchange any of the options you tender in the offer, you will not be granted receive any other option grants before the grant date for your new options, such as annual, bonus or promotion-related promotional options, for which you may otherwise be eligible, eligible before the new option grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelled. We will defer the grant to you of these other options in order for us to avoid incurring compensation expense expenses against our earnings as a result because of accounting rules that could apply to these interim option grants as a result of the offer. Any such grant of these other Your new options is in the discretion of our Board of Directors or Compensation Committee and subject will entitle you to compliance with law and market prices for our stock prevailing at the time of the grants. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% of purchase the number of shares that were which is equal to the number of shares subject to the corresponding returned option (rounded down to the nearest whole share)options you tender, as adjusted for any stock splits, stock dividends and similar events. ThusIf, for every four (4) shares of common stock that are purchasable under a returned optionany reason, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile Tut or one of our U.S. subsidiaries from the date you return your options for exchange through the date we grant the New Optionsnew options, you will not receive any New Options, new options or any other payment or consideration compensation in exchange for your returned tendered options that which have been accepted for exchange and cancelled, regardless of how or why your employment terminatedcancelled pursuant to this offer. The offer does We will not change the "at-will" nature accept partial tenders of your employment with useligible option grants. However, and you may tender the remaining portion of an option which you have partially exercised. Accordingly, you may tender one or more of your employment option grants, but you may only tender all of the unexercised shares subject to that option or none of those shares. In addition, if you tender any option grant for exchange, you will be terminated by us or required to also tender all option grants that you at any time, including received during the six month period prior to the grant date or vesting cancellation of your tendered options. We currently expect to cancel all tendered options on June 11, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since December 11, 2000. Within forty-eight (48) hours of the receipt of your Election Form or your Notice to Change Election From Accept to Reject, Tut will e-mail you a confirmation of receipt. However, this is not by itself an acceptance of the options for exchange. For purposes of the offer, we will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn as of the time when we give oral or written notice to Shareholder Services or Xxxx Xxxxxx, or to the option holders of our acceptance for exchange of such options, which notice may be made by press release. Subject to our rights to extend, terminate and amend the offer, we currently expect that we will accept promptly after the expiration of the offer all properly tendered options that are not validly withdrawn. We will send a Promise to Grant New Options, for any reason with or without causeOption to each option holder from whom we accept properly tendered options.

Acceptance of options for exchange and issuance of new options. Upon the terms and conditions of the offer and as promptly as practicable following the Expiration Dateexpiration date, we will accept for exchange and cancellation all cancel eligible options properly tendered and not validly withdrawn before the Expiration Dateexpiration date. Only options with an exercise price of ten dollars ($10) or more issued under the 1996 Stock Plan or the 2000 Stock Plan are eligible options. Once the options are cancelled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if your options are properly tendered and accepted for exchange, these options will be cancelled as of the date of our acceptance, which we anticipate to be November 19July 30, 2001, and you will be granted New Options new options on or promptly after (but not more than 20 days after) the first business day that is at least six (6) months and one (1) day after the date we cancel the options accepted for exchange. If the options you tendered were incentive stock options, your new options will also be incentive stock options, to the extent they qualify as incentive stock options under the Internal Revenue Code of 1986, as amended. All other newly granted options will be nonstatutory stock options. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19July 27, 2001, the scheduled expiration date of the offer, and accepted for exchange and cancelled on November 19July 30, 2001 you will be granted New Options new options on or promptly after (but not more than 20 days after) May 20about January 31, 2002. If we accept and cancel options properly tendered for exchange after November 19July 30, 2001, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options new options will be granted will be similarly delayed. Only As promptly as practicable after we accept and cancel options with tendered for exchange, we will issue to you a Promise to Grant Stock Option(s), which will evidence our binding commitment to grant stock options to you on a date no earlier than January 31, 2002 covering the same number of shares as the options cancelled pursuant to this offer, provided that you remain an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of eligible employee on the tender of your Eligible Options and Required Options immediately after date on which the Expiration Date and will notify you if we reject your election grant is to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options have been acceptedbe made. If we accept for exchange any of the options you tender in the offer, we will defer any grant to you will not be granted any of other options, such as annual, bonus or promotion-related promotional options, for which you may be eligible, eligible before the new option grant date of until after the New Optionsexpiration date, so that you will be are granted no new options for any reason until at least six (6) months and one (1) day after any of your tendered options have been cancelled. We will defer the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer. Any such We may issue to you a Promise to Grant Stock Option(s), which is a binding commitment to grant of these other you an option or options on a date no earlier than January 31, 2002, provided that you remain an eligible employee on the date on which the grant is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grantsbe made. On the other handIt is possible that, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary merit or promotion option grants prior to the date grant of new options, we might effect or enter into an agreement such as a merger or stock acquisition whereby Resonate would be acquired by another company. The Promise to Grant Stock Option(s) which we will give you evidences our binding commitment to you, and any successor to our company will honor that commitment. Accordingly, in the event of any such merger or acquisition, the acquirer would be obligated to grant you a new stock option on the New Options are granted Option Grant Date, which is expected to othersbe January 31, 2002 (assuming that Resonate does not extend the offer). As Such a stock option could be for the purchase of the acquirer's stock (as opposed to Resonate's) and as a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a New Option exercisable for 75% of the number of shares subject to your new option would be adjusted. For example, if we were acquired by means of a merger, the number of shares would be equal to the number of our shares that were you would have received, multiplied by the exchange ratio that was used in the merger. Your new option to purchase such acquirer's stock would have an exercise price equal to the fair market value of such acquirer's stock on the New Option Grant Date. Your new options will entitle you to purchase the number of shares which is equal to the number of shares subject to the corresponding returned option (rounded down to the nearest whole share)options you tender, as adjusted for any stock splits, stock dividends and similar events. ThusIf, for every four (4) shares of common stock that are purchasable under a returned optionany reason, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms and conditions of the 2000 Plan or the 1995 Plan, as applicable, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile Resonate, its subsidiaries or one of our subsidiaries from the date you return your options for exchange a successor entity through the date we grant the New Optionsnew options, you will not receive any New Options, new options or any other payment or consideration in exchange for your returned tendered options which have been cancelled pursuant to this offer. We will not accept partial tenders of your eligible option grants. However, you may tender the remaining portion of an option which you have partially exercised. Accordingly, you may tender one or more of your option grants, but you may only tender all of the unexercised shares subject to that option or none of those shares. In addition, if you tender any option grant for exchange, you will be required to also tender all option grants that you received during the six (6) month period prior to the cancellation of your tendered options, even if the exercise price of those options is less than ten dollars ($10) per share. We currently expect to cancel all tendered options on July 30, 2001, which means that if you participate in the offer, you will be required to tender all options granted to you since January 30, 2001. Within two (2) business days of the receipt of your Election Form or your Notice to Withdraw from the Offer, Resonate intends to e-mail the option holder a Confirmation of Receipt. However, this is not by itself an acceptance of the options for exchange. For purposes of the offer, we will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn as of the time when we give oral or written notice to Joshua Lipp, or to the option holders of our acceptance for exchanxx xx xxxx options, which notice may be made by press release. Subject to our rights to extend, terminate and amend the offer, discussed in Section 15 of this Offer to Exchange, we currently expect that we will accept promptly after the expiration of the offer all properly tendered options that have been are not validly withdrawn. Options accepted for exchange and cancelledwill be cancelled on the Cancellation Date, regardless of how or why your employment terminated. The offer does not change the "at-will" nature of your employment with uswhich we presently expect to be July 30, and your employment may be terminated by us or you at any time, including prior to the grant date or vesting of the New Options, for any reason with or without cause2001.

Acceptance of options for exchange and issuance of new options. Upon the terms and subject to the conditions of the offer and as promptly as practicable following the Expiration Date, we will accept for exchange and cancellation all options properly tendered and not validly withdrawn before the Expiration Date. Once the options are cancelledcanceled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if If your options are properly tendered and accepted for exchange, these options will be cancelled canceled as of the date of our acceptance, which we anticipate to be November 19, 2001Cancellation Date, and you will be granted New Options on or promptly after (but not more than 20 days after) the first business trading day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock optionsCancellation Date. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19June 24, 20012003, the scheduled expiration date Expiration Date of the offer, and accepted for exchange and cancelled canceled on November 19June 25, 2001 2003, you will be granted New Options on or promptly after (but not more than 20 days after) May 20December 26, 20022003. If we accept and cancel options properly tendered for exchange after November 19June 25, 20012003, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of the tender of your Eligible Options and Required Options immediately promptly after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options and Required Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you otherwise may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelledcanceled. We will defer the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grantsgrant. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary promotion, merit or promotion other discretionary option grants for which you are approved prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may otherwise have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a grant of New Option exercisable Options for 75% of the number of three shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under a returned optiontendered for exchange, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms proportionate adjustments for any stock dividends, stock splits, reverse stock splits and conditions of the 2000 Plan or the 1995 Plansimilar events. If, as applicablefor any reason, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile XXX or one any of our its subsidiaries from the date you return your options for exchange through the date on which we grant the New Options, you will not receive any New Options, Options or any other payment or consideration in exchange for your returned tendered options that have been canceled pursuant to this offer. All New Options will be granted under our 1997 Plan. Each New Option will be subject to the terms and conditions of the applicable option agreement between you and XXX. If your canceled options were incentive stock options, the New Options will be incentive stock options to the maximum extent they qualify as incentive stock options under current U.S. tax laws. One requirement for the New Options to qualify as incentive stock options is that the value of shares subject to options that become exercisable by the option holder for the first time in any calendar year cannot exceed $100,000, as determined using the fair market value of the shares on the option grant date. The excess value is deemed to be a nonstatutory stock option. It is possible that your New Options may exceed the $100,000 limit, and the excess portion will be granted as nonstatutory stock options, even if your tendered options were incentive stock options. IF YOU DO NOT REMAIN AN EMPLOYEE OF XXX OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU RETURN YOUR OPTIONS FOR EXCHANGE THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS, OR ANY OTHER PAYMENT OR CONSIDERATION IN EXCHANGE FOR YOUR RETURNED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELED, REGARDLESS OF HOW OR WHY YOUR EMPLOYMENT TERMINATED. THE OFFER DOES NOT CHANGE THE "AT-WILL" NATURE OF YOUR EMPLOYMENT WITH US, AND YOUR EMPLOYMENT MAY BE TERMINATED BY US OR YOU AT ANY TIME, INCLUDING PRIOR TO THE GRANT DATE OR VESTING OF THE NEW OPTIONS, FOR ANY REASON WITH OR WITHOUT CAUSE. PARTIAL TENDERS. We will not accept partial tenders of your Eligible Options or Required Options. However, you may tender the remaining portion of an option that you have partially exercised. You may choose to exchange one option and not exchange another, but you may not exchange less than all of the unexercised shares subject to a particular outstanding option that you elect to exchange. In addition, if you tender any option for exchange, you will be required to also tender all of your Required Options, which are options that were granted to you during the six-month period prior to the commencement of this offer. If you return for exchange any Eligible Options pursuant to the offer, you will automatically be deemed to have returned all of your Required Options for exchange and cancellation. This does not change your responsibility to properly complete and return the Election Form. The offer was commenced on May 27, 2003, which means that if you participate in the offer, you will be required to tender all options granted to you after November 26, 2002. CONSEQUENCES OF XXX BEING ACQUIRED, OR OF THE SALE OR SPIN OFF OF ONE OF OUR DIVISIONS. It is possible that, prior to the grant of New Options, we might effect or enter into an agreement for a merger or other similar transaction in which XXX is acquired by another company. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, or the division in which you are employed is sold, transferred or spun off into a separate entity, before the Expiration Date, you may withdraw your tendered options and have all the rights afforded you to acquire our common stock under the existing agreements evidencing those options. Further, if XXX is acquired prior to the Expiration Date, we reserve the right to withdraw the offer, in which case your old options and your rights under them will remain intact. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, after your tendered options are accepted for exchange and cancelledcanceled but before the New Options are granted, regardless our obligations in connection with the offer would not automatically be assumed by the acquiring company. Whether or not the obligation to grant the New Options is assumed would depend on the terms of how the acquisition agreement. While we would seek to make provision for tendering option holders in the acquisition agreement, we cannot guarantee what, if any, provision would be made. As a result, we cannot guarantee that any New Options would be granted by the acquiring company in the event of such an acquisition. Therefore, it is possible that you could give up your Eligible Options and Required Options and not receive any New Options from the acquiring company. If the division in which you are employed is sold, spun off or why subject to a similar transaction that results in such division no longer being a subsidiary of XXX, after your employment terminated. The offer does not change tendered options are accepted for exchange and canceled but before the "at-will" nature of your employment with New Options are granted, you may be ineligible to receive New Options from us, and our obligations in connection with the offer may not automatically be assumed by the acquiring or resulting company. Whether or not the obligation to grant options in the acquiring or resulting entity is assumed would depend on the terms of the transaction documents and the structure of the transaction. While we would seek to make provision for tendering option holders in the transaction, we cannot guarantee what, if any, provision would be made. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, after your employment New Options have been granted, your New Options may be terminated by us assumed or replaced with new options of the acquiring company. If the acquiring company does not assume or replace your New Options and if you at any timeremain an employee of XXX or one of our subsidiaries, including the New Options will automatically become fully vested and exercisable ten days prior to the grant effective date or vesting of such a transaction. Any New Option that is neither assumed by the acquiring company nor exercised as of the date of the acquisition will terminate as of the effective date of the acquisition. If the division in which you are employed is sold, spun off or subject to a similar transaction that results in such division no longer being a subsidiary of XXX, after your New OptionsOptions have been granted, the treatment of your outstanding options will depend on the terms of the transaction documents, similar to the treatment of any outstanding options that you do not tender for cancellation. We are also reserving the right, in the event of a merger or similar transaction, or sale, transfer or spin out of one of our divisions, to take any reason actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our Company and our stockholders. This could include terminating your right to receive New Options under this Offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer might not receive options to purchase securities of the acquiring company or without causeany other consideration for their tendered options.

Acceptance of options for exchange and issuance of new options. Upon the terms and subject to the conditions of the offer and as promptly as practicable following the Expiration Date, we will accept for exchange and cancellation all options properly tendered and not validly withdrawn before the Expiration Date. Once the options are cancelledcanceled, you will no longer have any rights with respect to those options. Subject to the terms and conditions of this offer, if If your options are properly tendered and accepted for exchange, these options will be cancelled canceled as of the date of our acceptance, which we anticipate to be November 19, 2001Cancellation Date, and you will be granted New Options on or promptly after (but not more than 20 days after) the first business trading day that is at least six months and one day after the date we cancel the options accepted for exchange. All newly granted options will be nonstatutory stock optionsCancellation Date. Thus, subject to the terms and conditions of this offer, if your options are properly tendered by November 19June 24, 20012003, the scheduled expiration date Expiration Date of the offer, and accepted for exchange and cancelled canceled on November 19June 24, 2001 2003 after 9:00 p.m. Pacific Time, you will be granted New Options on or promptly after (but not more than 20 days after) May 20December 26, 20022003. If we accept and cancel options properly tendered for exchange after November 19June 24, 20012003, or if we extend the date by which we must accept and cancel options properly elected for exchange, the period in which the New Options will be granted will be similarly delayed. Only options with an exercise price of $15.00 per share or higher are Eligible Options. We will send a confirmation of our acceptance of the tender of your Eligible Options and Required Options immediately promptly after the Expiration Date and will notify you if we reject your election to exchange your Eligible Options on or prior to the Expiration Date. Unless you are notified of a rejection, you may assume that, immediately following the Expiration Date, your properly executed and delivered Election Form and your tendered Eligible Options and Required Options have been accepted. If we accept for exchange any of the options you tender in the offer, you will not be granted any other options, such as annual, bonus or promotion-related options, for which you otherwise may be eligible, before the grant date of the New Options, so that you will be granted no new options for any reason until at least six months and one day after any of your tendered options have been cancelledcanceled. We will defer the grant to you of these other options in order to avoid incurring compensation expense against our earnings as a result of accounting rules that could apply to these interim option grants as a result of the offer. Any such grant of these other options is in the discretion of our Board of Directors or Compensation Committee and subject to compliance with law and market prices for our stock prevailing at the time of the grantsgrant. On the other hand, if you do not return for exchange any of your Eligible Options in the offer, you may receive discretionary promotion, merit or promotion other discretionary option grants for which you are approved prior to the date New Options are granted to others. As a result, participation in the offer may affect the grant date, price and vesting of any promotion, merit or other discretionary grants that may otherwise have otherwise been approved for you in the future. If you return options for exchange, you will receive, in exchange for each Eligible Option and Required Option that you return and we accept for exchange and cancellation, a grant of New Option exercisable Options for 75% of the number of three shares that were subject to the corresponding returned option (rounded down to the nearest whole share). Thus, for every four (4) shares of common stock that are purchasable under a returned optiontendered for exchange, you will receive the right to purchase three (3) shares of common stock under the New Option. All New Options will be granted under our 2000 Plan (if you are not an executive officer of Agile) or under our 1995 Plan (if you are an executive officer of Agile), regardless of whether the returned options were originally granted under the 2000 Plan, 1995 Plan or DMI Plan, and will be subject to the terms proportionate adjustments for any stock dividends, stock splits, reverse stock splits and conditions of the 2000 Plan or the 1995 Plansimilar events. If, as applicablefor any reason, and a new stock option agreement between you and us. The New Option will be a nonstatutory stock option for U.S. tax purposes, even if the returned option was an incentive stock option. Additionally, although certain earlier option agreements provided for full acceleration of unvested shares if you were terminated without cause or resigned for good reason within 18 months after a corporate transaction, the New Option agreements provide for only 18 months worth of accelerated vesting under the same circumstances. If you do not remain an employee of Agile XXX or one any of our its subsidiaries from the date you return your options for exchange through the date on which we grant the New Options, you will not receive any New Options, Options or any other payment or consideration in exchange for your returned tendered options that have been canceled pursuant to this offer. All New Options will be granted under our 1997 Plan. Each New Option will be subject to the terms and conditions of the applicable option agreement between you and XXX. If your canceled options were incentive stock options, the New Options will be incentive stock options to the maximum extent they qualify as incentive stock options under current U.S. tax laws. One requirement for the New Options to qualify as incentive stock options is that the value of shares subject to options that become exercisable by the option holder for the first time in any calendar year cannot exceed $100,000, as determined using the fair market value of the shares on the option grant date. The excess value is deemed to be a nonstatutory stock option. It is possible that your New Options may exceed the $100,000 limit, and the excess portion will be granted as nonstatutory stock options, even if your tendered options were incentive stock options. IF YOU DO NOT REMAIN AN EMPLOYEE OF XXX OR ONE OF OUR SUBSIDIARIES FROM THE DATE YOU RETURN YOUR OPTIONS FOR EXCHANGE THROUGH THE DATE WE GRANT THE NEW OPTIONS, YOU WILL NOT RECEIVE ANY NEW OPTIONS, OR ANY OTHER PAYMENT OR CONSIDERATION IN EXCHANGE FOR YOUR RETURNED OPTIONS THAT HAVE BEEN ACCEPTED FOR EXCHANGE AND CANCELED, REGARDLESS OF HOW OR WHY YOUR EMPLOYMENT TERMINATED. THE OFFER DOES NOT CHANGE THE "AT-WILL" NATURE OF YOUR EMPLOYMENT WITH US, AND YOUR EMPLOYMENT MAY BE TERMINATED BY US OR YOU AT ANY TIME, INCLUDING PRIOR TO THE GRANT DATE OR VESTING OF THE NEW OPTIONS, FOR ANY REASON WITH OR WITHOUT CAUSE. PARTIAL TENDERS. We will not accept partial tenders of your Eligible Options or Required Options. However, you may tender the remaining portion of an option that you have partially exercised. You may choose to exchange one option and not exchange another, but you may not exchange less than all of the unexercised shares subject to a particular outstanding option that you elect to exchange. In addition, if you tender any option for exchange, you will be required to also tender all of your Required Options, which are options that were granted to you during the six-month period prior to the commencement of this offer. If you return for exchange any Eligible Options pursuant to the offer, you will automatically be deemed to have returned all of your Required Options for exchange and cancellation. This does not change your responsibility to properly complete and return the Election Form. The offer was commenced on May 27, 2003, which means that if you participate in the offer, you will be required to tender all options granted to you after November 26, 2002. CONSEQUENCES OF XXX BEING ACQUIRED, OR OF THE SALE OR SPIN OFF OF ONE OF OUR DIVISIONS. It is possible that, prior to the grant of New Options, we might effect or enter into an agreement for a merger or other similar transaction in which XXX is acquired by another company. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, or the division in which you are employed is sold, transferred or spun off into a separate entity, before the Expiration Date, you may withdraw your tendered options and have all the rights afforded you to acquire our common stock under the existing agreements evidencing those options. Further, if XXX is acquired prior to the Expiration Date, we reserve the right to withdraw the offer, in which case your old options and your rights under them will remain intact. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, after your tendered options are accepted for exchange and cancelledcanceled but before the New Options are granted, regardless our obligations in connection with the offer would not automatically be assumed by the acquiring company. Whether or not the obligation to grant the New Options is assumed would depend on the terms of how the acquisition agreement. While we would seek to make provision for tendering option holders in the acquisition agreement, we cannot guarantee what, if any, provision would be made. As a result, we cannot guarantee that any New Options would be granted by the acquiring company in the event of such an acquisition. Therefore, it is possible that you could give up your Eligible Options and Required Options and not receive any New Options from the acquiring company. If the division in which you are employed is sold, spun off or why subject to a similar transaction that results in such division no longer being a subsidiary of XXX, after your employment terminated. The offer does not change tendered options are accepted for exchange and canceled but before the "at-will" nature of your employment with New Options are granted, you may be ineligible to receive New Options from us, and our obligations in connection with the offer may not automatically be assumed by the acquiring or resulting company. Whether or not the obligation to grant options in the acquiring or resulting entity is assumed would depend on the terms of the transaction documents and the structure of the transaction. While we would seek to make provision for tendering option holders in the transaction, we cannot guarantee what, if any, provision would be made. If there is a sale of all or substantially all of our assets or stock, or we merge with another company, after your employment New Options have been granted, your New Options may be terminated by us assumed or replaced with new options of the acquiring company. If the acquiring company does not assume or replace your New Options and if you at any timeremain an employee of XXX or one of our subsidiaries, including the New Options will automatically become fully vested and exercisable ten days prior to the grant effective date or vesting of such a transaction. Any New Option that is neither assumed by the acquiring company nor exercised as of the date of the acquisition will terminate as of the effective date of the acquisition. If the division in which you are employed is sold, spun off or subject to a similar transaction that results in such division no longer being a subsidiary of XXX, after your New OptionsOptions have been granted, the treatment of your outstanding options will depend on the terms of the transaction documents, similar to the treatment of any outstanding options that you do not tender for cancellation. We are also reserving the right, in the event of a merger or similar transaction, or sale, transfer or spin out of one of our divisions, to take any reason actions we deem necessary or appropriate to complete a transaction that our Board of Directors believes is in the best interest of our Company and our stockholders. This could include terminating your right to receive New Options under this Offer to Exchange. If we were to terminate your right to receive New Options under this offer in connection with such a transaction, employees who have tendered options for cancellation pursuant to this offer might not receive options to purchase securities of the acquiring company or without causeany other consideration for their tendered options.