Common use of Company Equity Awards Clause in Contracts

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereof.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any At the Effective Time, each option to purchase shares of Company Options in connection with Common Stock (each, a “Company Stock Option”) outstanding under the Offer, Merger 1999 Stock Incentive Plan and the 1996 Equity Incentive Plan or any other transactions stock option or equity compensation plan, program, agreement or arrangement (the “Company Stock Plans”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be assumed and converted automatically at the Effective Time into an option to acquire shares of Parent Stock, on substantially the same terms and conditions as were applicable under such Company Stock Option (including vesting schedule) and any repurchase rights with respect to unvested shares subject to such Company Stock Option shall be assigned to any successor thereto, including Parent, except that (i) the number of shares of Parent Stock subject to each such option shall be determined by multiplying the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time by a fraction (the “Option Exchange Ratio”), the numerator of which is the Offer Price and the denominator of which is the average closing price of Parent Stock on Nasdaq over the five consecutive trading days immediately preceding (but not including) the Closing Date (rounded down to the nearest whole share) and (ii) the exercise price per share of Parent Stock (rounded up to the nearest whole cent) shall equal (x) the per share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option immediately prior to the Effective Time divided by (y) the Option Exchange Ratio; provided, that in any event the Company Stock Options shall be converted in a manner compliant with Section 409A of the Code (or an available exemption therefrom) and Section 424(a) of the Code to the extent applicable and the regulations thereunder. In the event that the foregoing assumption of the Company Stock Options (together with any other event contemplated by this Agreement. As soon as reasonably practicable following ) would require Parent to seek stockholder approval under applicable Nasdaq rules and regulations, the date number of this AgreementCompany Stock Options so assumed shall be reduced on a prorated basis among all Company Stock Options, and in any event such non-assumed Company Stock Options shall become fully vested and exercisable prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d))and, the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled converted into the right to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an receive a cash amount in cash, without interest and subject to deduction for any required withholding Tax, per share equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Stock Option; and (y) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereof.

Company Equity Awards. (a) Neither Surviving Corporation nor Parent nor Purchaser shall assume any Company Options or substitute for any Company Option any option for Surviving Corporation or Parent stock, in connection with the Offer, Merger or any other transactions contemplated by this Agreementof the Transactions. As soon as reasonably practicable following the date of this Agreement, and in any event immediately prior to the earlier to occur Effective Time, and conditioned upon the occurrence of the Effective Time Time, and without any action on the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders part of any holder of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Unvested Company Options shall fully vest issued or granted prior to the Agreement Date pursuant to the Stock Plans and become exercisable which are outstanding as of immediately prior to the Acceptance Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceledcancelled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafterTime, in consideration of the cancellation of such Company Option, an amount in cash, cash (without interest and subject to deduction for any required withholding TaxTax as contemplated in Section 1.6), equal to the product of: (xA) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of each such Company Option; and (yB) the number of shares of Company Common Stock underlying such Company OptionOption (the “Company Option Merger Consideration”); provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer PriceMerger Consideration, such Company Option shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon, at the Effective Time or as soon practicable thereafter (but in no event later than the date which is the later of (x) five (5) Business Days after the Effective Time and (y) the date of the Company’s first regularly scheduled payroll after the Effective Time).

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee administering any Company Incentive Plan) shall adopt such resolutions and in any event prior to the earlier to occur of take all other actions necessary so that, at the Effective Time and without any consent on the Initial Expiration Date (as extended pursuant to Section 1.1(d)), part of the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders holder of any shares of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof Common Stock or any administrator award under a Company Incentive Plan and without any consent on the part of an Option Planany other person, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all each unexercised Company Stock Option that is outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 whether or not vested, shall be fully vested and shall be canceled, with each former the holder of any each such canceled Company Stock Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafterreceive a payment in cash, in consideration of the such cancellation of such Company Optionand in settlement therefor, in an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: of (xA) the excess, if any, of (1) the Offer Price Merger Consideration over (2) the exercise price per share of Company Common Stock subject to such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to the unexercised portion of such Company Stock Option immediately prior to the Effective Time (such cash payment amount, the “Option Amount”) and (ii) each Company Restricted Stock Unit and each share of Company Restricted Stock that is outstanding or held immediately prior to the Effective Time, whether or not vested, shall be fully vested and shall be canceled, with the holder of each such Company Option; Restricted Stock Unit or Company Restricted Stock, as applicable, becoming entitled to receive a payment in cash, in consideration of such cancellation and in settlement therefor, in an amount equal to the product of (yA) the Merger Consideration multiplied by (B) the number of shares of Company Common Stock underlying subject to such Company Option; provided, however, that if Restricted Stock Unit or the exercise price per share number of any shares of Company Restricted Stock held by such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of holder immediately prior to the Effective Time without any Time, as applicable (such cash payment being made amount, as applicable, the “Stock Unit/Restricted Stock Amount”). From and after the Effective Time, any such canceled Company Stock Option and Company Restricted Stock Unit and each share of Company Restricted Stock, shall entitle the holder thereof only to the payment determined pursuant to this Section 3.03(a). All amounts payable pursuant to this Section 3.03(a) shall be paid as promptly as practicable following the Effective Time, and in any event no later than thirty (30) days after the Effective Time, without interest, and less any applicable withholding and Taxes required to be withheld with respect thereofto such amounts. Parent shall cause the Surviving Corporation to make such payments as promptly as practicable after the Effective Time in accordance with the foregoing and the terms of the Company Stock Options, Company Restricted Stock, Company Restricted Stock Units and the applicable Company Incentive Plans pursuant to which they were issued (as modified, in each case, pursuant to this Agreement).

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this AgreementAgreement Date, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this AgreementTime, the Company Board or a (or, if appropriate, any committee thereof or administering any administrator of an Option Company Equity Plan, ) shall adopt appropriate resolutions and/or and take such all other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so may be required to provide that (i) all each unexercised Company Stock Option that is outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 whether or not vested, shall be canceledcancelled, with and, in exchange therefor, each former holder of any each such canceled cancelled Company Stock Option becoming shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company OptionStock Option and in settlement therefor, an amount in cash, without interest and cash (subject to deduction for any applicable withholding of Taxes required withholding Tax, by applicable Law) equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y1) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if Merger Consideration over (2) the exercise price per share of any Company Common Stock previously subject to such Company Option is equal Stock Option, multiplied by (y) the total number of Shares previously subject to or greater than the Offer Price, such Company Stock Option, whether or not vested (such amount, the “Option shall be canceled and terminated as Amount”); (ii) each share of Company Restricted Stock that is outstanding immediately prior to the Effective Time shall vest in full and become non-forfeitable effective immediately prior to the Effective Time and shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (subject to any applicable withholding of Taxes required by applicable Law), and (iii) each Company RSU that is outstanding immediately prior to the Effective Time shall vest in full effective immediately prior to the Effective Time and the Shares issued thereunder shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (subject to any applicable withholding of Taxes required by applicable Law). All amounts payable pursuant to this Section 3.4 shall be paid as promptly as practicable following the Effective Time, and in any event no later than ten (10) Business Days after the Effective Time, without any cash payment being made interest, and Parent shall cause the Surviving Corporation to make such payments as promptly as practicable after the Effective Time in respect thereofaccordance with the foregoing and the terms of the Company Stock Options or the applicable Company Equity Plans pursuant to which they were issued.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then (i) each award of restricted stock units granted pursuant to the Company’s 2002 Long-Term Incentive Plan, as amended or the Company’s 2010 Equity Incentive Plan, as amended (collectively, the “Company Stock Plans”), that is outstanding immediately prior to the Effective Time each Company Option held by (each, an optionholder who has consented to the treatment “Equity Award”) shall, as of the options Effective Time, be cancelled and of no further force or effect as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, and (ii) in consideration of exchange for the cancellation of such Equity Award, the holder of such Equity Award shall receive the per share Merger Consideration for each share of Company OptionCommon Stock underlying such Equity Award, an amount in cash, without interest and whether or not otherwise vested as of the Effective Time (with such payment to be subject to deduction any applicable Tax withholding in accordance with Section 3.1(e)). For each Equity Award (or portion thereof) granted for any required withholding Tax, equal to which the product of: (x) the excess, if any, applicable performance-period is complete as of the Offer Price over the exercise price of each such Company Option; and (y) Effective Time, the number of shares of Company Common Stock underlying subject to such Equity Award (or portion thereof) which shall vest for purposes of this Section 3.1(d), shall be determined based on actual performance in accordance with the terms and conditions of such award. For each Equity Award (or portion thereof) granted for which the applicable performance period is not complete as of the Effective Time, the number of shares of Company Option; providedCommon Stock which shall vest for purposes of this Section 3.1(d), however, that if the exercise price per share of any such Company Option is shall be equal to or greater than the Offer Pricemaximum number of shares of Company Common Stock that could be earned pursuant to such Equity Award, prorated based on the number of days in the performance period applicable to the Equity Award that have elapsed as of the Effective Time. In the event that the Effective Time occurs following the completion of a performance period but prior to the Company’s certification of the achievement of performance goals for such period, the Company Option shall certify such achievement in a manner consistent with past practice. The payments described in this Section 3.1(d) shall be canceled and terminated as of made immediately prior to the Offer Closing to such holders of Equity Awards or, if applicable, upon the earliest date upon which such payments may be made without resulting in the imposition of Taxes upon the recipient pursuant to the operation of Section 409A of the Code. Prior to the Effective Time without Time, the Company will take all actions it determines in good faith to be reasonably necessary (including adopting such resolutions of the Company Board (or any cash payment being made appropriate committee of the Company Board) and providing all required notices in respect thereofconnection therewith) to terminate each of the Company Stock Plans and to ensure that, as of the Effective Time, no Person shall have any right under any Company Benefit Plan (including each of the Company Stock Plans) except for the right to receive the payments, if any, contemplated in this Section 3.1(d).

Company Equity Awards. (a) Neither Surviving Corporation nor Parent nor Purchaser shall assume any Company Options or substitute for any Company Option any option for Surviving Corporation or Parent stock, in connection with the Offer, Merger or any other transactions contemplated by this Agreementof the Transactions. As soon as reasonably practicable following the date of this Agreement, and in any event immediately prior to the earlier to occur Effective Time, and conditioned upon the occurrence of the Effective Time Time, and without any action on the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders part of any holder of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Unvested Company Options shall fully vest and become exercisable which are outstanding as of immediately prior to the Acceptance Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceledcanceled at the Effective Time, with each the former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, receive in consideration of the cancellation of such Company Option, an amount in cash, cash (without interest and subject to deduction for any required withholding Tax, Tax as contemplated in Section 1.6) equal to the product ofto: (xA) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of each such Company Option; and multiplied by (yB) the number of shares of Company Common Stock underlying such Company OptionOption (the “Company Option Merger Consideration”); provided, however, that that, if the exercise price per share of any such Company Option is equal to or greater than the Offer PriceMerger Consideration, such Company Option shall be canceled and terminated without any consideration in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon and subject to deduction for any required withholding Tax as of immediately prior to contemplated in Section 1.6, at the Effective Time without any cash payment being made or as soon as practicable thereafter (but in respect thereofno event later than ten (10) Business Days after the Effective Time).

Company Equity Awards. (a) Neither Parent nor Purchaser Except as provided in Section 5.01(a)(ii)(2) of the Company Disclosure Letter, all stock options (the "Company Stock Options") outstanding, whether or not exercisable and whether or not vested, at the Effective Time granted under the Company's 1996 Stock Option Plan for Officers and Key Employees, 1996 Non-Officer Directors Stock Plan, Amended 1997 Premium Priced Stock Option Plan, 2000 Employee Plan, 2000 Non-Employee Directors Stock Plan and the 2005 Equity Inventive Plan (collectively, the "Company Stock Plans"), shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable remain outstanding following the date Effective Time. At the Effective Time, all of this Agreementthe Company Stock Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, be assumed in any event prior to full by Parent, which shall have assumed the earlier to occur Company Stock Plans as of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date virtue of this Agreement, the Company Board or a committee thereof or Agreement and without any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans further action by Parent. From and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to after the Effective Time, then all references to the Company in the Company Stock Plans and in any agreement granting Company Stock Options shall be deemed to refer to Parent. Each Company Stock Option assumed by Parent (each, a "Substitute Stock Option") shall be converted automatically into options to purchase shares of Parent Common Stock upon the same terms and conditions as are in effect immediately prior to the Effective Time with respect to such Company Stock Option, except that (i) each Company such Substitute Stock Option held by an optionholder who has consented shall represent the right to acquire, that whole number of shares of Parent Common Stock (rounded down to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, next whole share) equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying subject to such Company Option; provided, however, that if Stock Option multiplied by the exercise Option Exchange Ratio and (ii) the option price per share of any such Company Option is equal to or greater than the Offer Price, such Company Parent Common Stock under each Substitute Stock Option shall be canceled and terminated as an amount equal to the option price per share of Company Common Stock subject to the related Company Stock Option in effect immediately prior to the Effective Time without any cash payment divided by the Option Exchange Ratio (the option price per share, as so determined, being made in rounded up to the next 100th of a cent). Each Substitute Stock Option shall otherwise have the same terms and conditions (including with respect thereof.to vesting and exercisability), as such Company Stock Option. For purposes of this Agreement, the "Option Exchange Ratio" shall be the sum of (x) plus (y), where (x) is the Exchange Ratio and (y) is the number equal to the quotient of the Cash Consideration divided by the Parent Trading Price. The "

Company Equity Awards. (a) Neither Surviving Corporation nor Parent nor Purchaser shall assume any Company Options or substitute for any Company Option any option for Surviving Corporation or Parent stock, in connection with the Offer, Merger or any other transactions contemplated by this Agreementof the Transactions. As soon as reasonably practicable following the date of this Agreement, and in any event immediately prior to the earlier to occur Effective Time, and conditioned upon the occurrence of the Effective Time Time, and without any action on the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders part of any holder of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Unvested Company Options shall fully vest and become exercisable (whether time and/or performance-based) which are outstanding as of immediately prior to the Acceptance Effective Time shall fully vest and become exercisable, and become Vested Company Options, and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to each Vested Company Option and each formerly Unvested Company Option shall be canceled at the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceledTime, with each the former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, receive in consideration of the cancellation of such Company Option, an amount in cash, cash (without interest and subject to deduction for any required withholding Tax, as contemplated in Section 1.6) equal to the product ofto: (xA) the excess, if any, of the Offer Price Common Stock Merger Consideration over the exercise price per share of each such Company Option; and multiplied by (yB) the number of shares of Company Common Stock underlying such Company OptionOption (the “Company Option Merger Consideration”); provided, however, that that, if the exercise price per share of any such Company Option is equal to or greater than the Offer PriceCommon Stock Merger Consideration, such Company Option shall be canceled and terminated without any consideration in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon and subject to deduction for any required withholding as of immediately prior to contemplated in Section 1.6, at the Effective Time without any cash payment being made or at the Company’s next ordinary course payroll date (but in respect thereofno event later than twenty (20) Business Days after the Effective Time).

Company Equity Awards. (aSection 3.5(c) Neither Parent nor Purchaser shall assume of the Company Disclosure Letter sets forth a complete and accurate list as of April 4, 2022 of all outstanding Company Equity Awards granted under any Company Equity Plan or otherwise, indicating, with respect to each Company Equity Award then outstanding, (i) the type of awards granted; (ii) the number of Company Ordinary Shares subject to such Company Equity Award; (iii) the plan under which such Company Equity Award was granted and the exercise or purchase price (if any); (iv) date of grant; (v) vesting schedule; (vi) expiration date (in the case of any Company Options); (vii) any performance targets or similar conditions to exercisability or settlement thereof, including the extent to which any vesting had occurred as of April 4, 2022; (viii) whether any such Company Equity Award that is a Company Option is intended to constitute an “incentive stock option” (within the meaning of Section 422 of the Code); (ix) whether any such Company Equity Award that is a Company Option is subject to Section 102 or Section 3(i) of the ITO, and with respect to Section 102 Options, the date of deposit of the Section 102 Options with the Section 102 Trustee in accordance with the guidance published by the ITA on July 24, 2012 and the clarification dated November 6, 2012; and (x) whether (and to what extent) the vesting of such Company Equity Award may be accelerated in any way by the consummation of the Transactions (alone or in combination with any other event, including the termination of employment or engagement or change in position of any holder thereof following or in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur consummation of the Effective Time and the Initial Expiration Date Merger). Any Company Equity Plan (as extended pursuant to Section 1.1(d)), the Company shall obtain including all amendments thereto) has been duly approved by all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further corporate action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated including approval by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board and, as applicable, any required shareholder approval by the necessary number of votes or written consents. Each grant of a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under Company Equity Award was duly authorized no later than the Option Plans and applicable Law (including, without limitation, by amending date on which the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation grant of such Company OptionEquity Award was by its terms to be effective by all necessary corporate action, an amount in cashincluding, without interest as applicable, approval by the Company Board (or a duly constituted and subject to deduction for authorized committee thereof) and any required withholding Taxshareholder approval by the necessary number of votes or written consents, equal the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, and each such grant was made in accordance with the terms of the applicable Company Equity Plan and all other applicable Law, all awards purporting to be comply with the provisions of Section 102 of the ITO are indeed compliant therewith, and each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. No changes to the product of: (x) terms of any award of Section 102 Securities which requires the excess, if any, approval of the Offer Price over ITA have been made without the exercise price approval of each such Company Option; the ITA, and (y) all of the number of shares of Company Common Stock underlying such Company Option; provided, however, changes that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of immediately prior have been made were communicated to the Effective Time without any cash payment being made in respect thereof102 Trustee.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this AgreementShare Acceptance Time, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this AgreementTime, the Company Board or a (or, if appropriate, any committee thereof or administering any administrator of an Option Company Equity Plan, ) shall adopt appropriate resolutions and/or and take such all other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so may be required to provide that (i) all each unexercised Company Stock Option that is outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 whether or not vested, shall be canceledcancelled, with and, in exchange therefor, each former holder of any each such canceled cancelled Company Stock Option becoming shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company OptionStock Option and in settlement therefor, an amount in cash, without interest and cash (subject to deduction for any applicable withholding of Taxes required withholding Tax, by applicable Law) equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y1) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if Merger Consideration over (2) the exercise price per share of any company Common Stock previously subject to such Company Option is equal Stock Option, multiplied by (y) the total number of Shares previously subject to or greater than the Offer Price, such Company Stock Option, whether or not vested (such amount, the “Option shall be canceled and terminated as Amount”); (ii) each share of Company Restricted Stock that is outstanding immediately prior to the Effective Time shall vest in full and become non-forfeitable effective immediately prior to the Effective Time and shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (subject to any applicable withholding of Taxes required by applicable Law), and (iii) each Company RSU that is outstanding immediately prior to the Effective Time shall vest in full effective immediately prior to the Effective Time and the Shares issued thereunder shall be cancelled at the Effective Time and converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (subject to any applicable withholding of Taxes required by applicable Law). All amounts payable pursuant to this Section 3.4 shall be paid as promptly as practicable following the Effective Time, and in any event no later than ten (10) Business Days after the Effective Time, without any cash payment being made interest, and Parent shall cause the Surviving Corporation to make such payments as promptly as practicable after the Effective Time in respect thereofaccordance with the foregoing and the terms of the Company Stock Options or the applicable Company Equity Plans pursuant to which they were issued.

Company Equity Awards. (a) Neither Surviving Corporation nor Parent nor Purchaser shall assume any Company Options or substitute for any Company Option any option for Surviving Corporation or Parent stock, in connection with the Offer, Merger or any other transactions contemplated by this Agreementof the Transactions. As soon as reasonably practicable following the date of this Agreement, and in any event immediately prior to the earlier to occur Effective Time, and conditioned upon the occurrence of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company OptionsTime, and take such further actionwithout any action on the part of any optionholder, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Unvested Company Options shall fully vest and become exercisable outstanding as of immediately prior to the Acceptance Effective Time shall be canceled and terminated without any cash payment being made in respect thereof, and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Vested Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Vested Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafterTime, in consideration of the cancellation of such Vested Company Option, an amount in cash, cash (without interest and subject to deduction for any required withholding TaxTax as contemplated in Section 1.6), equal to the product of: (xA) the excess, if any, of the Offer Price Merger Consideration over the exercise price per share of each such Vested Company Option; and (yB) the number of shares of Company Common Stock underlying such Vested Company OptionOption (the “Company Option Merger Consideration”); provided, however, that if the exercise price per share of any such Vested Company Option is equal to or greater than the Offer PriceMerger Consideration, such Vested Company Option shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon, at the Effective Time or as soon practicable thereafter (but in no event later than the date which is the later of (x) five Business Days after the Effective Time and (y) the date of the Company’s first regularly scheduled payroll after the Effective Time).

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume At the Effective Time, each Company Stock Option then outstanding under any Company Options Stock Plan, whether or not then exercisable, shall be assumed by Parent and converted into an option to purchase Parent Common Stock in accordance with this Section 2.04(a). Each Company Stock Option so converted shall continue to have, and be subject to, the same terms and conditions (acknowledging that the Company Stock Plans (other than the 1998 Independent Director Stock Option Plan) provide for accelerated vesting in connection with this Transaction) as set forth in the Offer, Merger or applicable Company Stock Plan and any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of agreements thereunder immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to except that, as of the Effective Time Time, (i) each unvested Company Stock Option under the 1998 Independent Director Stock Option Plan shall be fully vested and exercisable, (ii) each Company Stock Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder exercisable for that number of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration whole shares of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, Parent Common Stock equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying that were issuable upon exercise of such Company Option; providedStock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (without regard to any adjustment provided in Section 2.01(e)), howeverrounded down to the nearest whole number of shares of Parent Common Stock, that if and (iii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of any Company Common Stock at which such Company Stock Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of was exercisable immediately prior to the Effective Time without by the Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding the foregoing, the conversion of any cash payment being Company Stock Options which are "incentive stock options," within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made in respect thereofso as not to constitute a "modification" of such Company Stock Options within the meaning of Section 424 of the Code.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as As of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented that is then outstanding (but not to the treatment of the options as set forth in this Section 2.6 extent it has theretofore been exercised) shall be canceled, with cancelled and each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated vested as of immediately prior to the Effective Time without (including any such Company Option that shall become vested in connection therewith) (each, a “Vested Company Option”) shall be converted, in settlement and cancellation thereof, into the right to receive an amount equal to (A) such Vested Company Option’s Closing Waterfall Per Share Amount minus the per share exercise price of such Vested Company Option, plus (B) such Vested Company Option’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms of this Agreement, in each case subject to withholding as provided in Section 2.9; provided, however, that notwithstanding anything to the contrary herein, no portion of the Aggregate Consideration shall be payable to any holder of any such Vested Company Option unless and until such holder shall have executed and delivered to the Buyer a Surrender Agreement; provided, further, that all payments to holders of Vested Company Options pursuant to this Section 2.8(a)(i) shall be composed entirely of cash payment being made in lieu of any shares of Buyer Common Stock that would otherwise be issuable in respect thereofof such Vested Company Options, and the Closing Cash Consideration and Closing Stock Consideration payable to Company Stockholders and holders of Company Warrants shall be adjusted proportionately, in each case as reflected on the Closing Date Allocation Schedule. Each Company Option other than a Vested Company Option (an “Unvested Company Option”) shall be cancelled without the payment of any consideration therefor. For purposes of clarification, for any outstanding awards of Company Options that are partially vested (or that shall be partially vested as of immediately prior to the Effective Time), only the vested portion of such grants shall be considered Vested Company Options, and the unvested portions of such grants shall be considered Unvested Company Options.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Each outstanding option to purchase shares of Company Options Common Stock (each, a “Company Stock Award”) granted under the Company’s 1993 Stock Option Plan, Non-Qualified Formula Stock Option Plan for Non-Employee Directors, 1995 Flexible Incentive Plan, 2002 Employee/Rainforest Conversion Plan and 2003 Equity Incentive Plan or granted outside of a formal plan, in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon each case as reasonably practicable following amended through the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date Agreement (as extended pursuant to Section 1.1(d))collectively, the “Company shall obtain all necessary waiversStock Award Plans”) shall, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders except as otherwise provided by the terms of any Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Stock Award Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (includingbecome fully vested, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior already vested, subject to, and conditioned upon, the closing of the Merger and, to the extent outstanding and unexercised at the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, cancelled at the Effective Time or as soon as practicable thereafter, in consideration (the “Award Cancellation”) and the holder of the cancellation of each such cancelled Company Option, Stock Award shall be entitled to receive an amount in cash, without interest and cash (subject to deduction for any required applicable withholding Tax, Taxes) equal to the product of: of (xi) the excess, if any, of (1) the Offer Price Merger Consideration, over (2) the applicable exercise price per share of each such cancelled Company Option; Stock Award, and (yii) the aggregate number of shares of Company Common Stock underlying subject to such cancelled Company Option; provided, however, that if Stock Award (the exercise price per share of “Award Payment”). Except as otherwise expressly provided for in any agreement between the Company and any such Company Option is holder, the Surviving Corporation shall make, or shall cause the Paying Agent to make (in which case it shall deposit with the Paying Agent an amount in cash equal to or greater the aggregate Award Payments to be paid by the Paying Agent), the Award Payments promptly after the Effective Time, but in no event more than ten (10) Business Days following the Offer Price, Effective Time. Any such Company Option Award Payments shall be canceled subject to all applicable federal, state and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereoflocal Tax withholding requirements.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any At the Effective Time, each Company Options in connection with the OfferOption shall, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur virtue of the Effective Time and the Initial Expiration Date (as extended pursuant Merger, automatically cease to Section 1.1(d))be outstanding, the Company shall obtain all necessary waivers, consents and/or releases, if anyand, in form and substance reasonably satisfactory consideration therefor, SBC shall grant to Parent, from holders each holder of Company Options, and take such further actionas of the Effective Time, without incurring any liabilities in connection therewith, as the Company may deem an option to be necessary or reasonably required to give effect purchase shares of SBC Common Stock pursuant to the transactions contemplated by this Section 2.6. As promptly SBC Incentive Plan (each, a “Substitute SBC Option”), on the same terms and conditions (including applicable vesting percentages, exercise periods, payment methods, and expiration provisions (as reasonably practicable following the date of such terms may be modified prior to Closing in accordance with this Agreement), but excluding general administrative terms and conditions which shall be governed in accordance with the SBC Incentive Plan) as applicable to each such Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of in effect immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to except that (A) the Effective Time each Company Option held by an optionholder who has consented to the treatment number of the options as set forth in this Section 2.6 shall be canceled, with each former holder shares of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and SBC Common Stock subject to deduction for any required withholding Tax, such Substitute SBC Option shall equal to the product of: of (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying subject to such Company OptionOption immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share, and (B) the per share exercise price for the shares of SBC Common Stock issuable upon exercise of such Substitute SBC Option shall equal the quotient determined by dividing (x) the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent; provided, however, that if the exercise price per share and the number of any shares of SBC Common Stock issuable upon exercise of such Company Option is equal to or greater than the Offer Price, such Company Substitute SBC Option shall be canceled and terminated determined in a manner consistent with the requirements for a substitution of stock rights in accordance with Section 409A of the Code. No Company Equity Award shall be outstanding as of the Effective Time, and no obligations to issue Company Equity Awards shall exist following the Effective Time. Prior to the Effective Time, the Company shall take all actions necessary (including delivering all required notices and obtaining all necessary approvals and consents) to effect the treatment of the Company Options as provided in this Section 1.6, to terminate the Company Stock Plans as of the Effective Time, and to cause the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to terminate and be of no further force and effect as of the Effective Time, and the Company shall ensure that following the Effective Time no person who was, immediately prior to the Effective Time without Time, a holder of any cash payment being made Company Equity Award, a person for whom a future grant of a Company Equity Award had been approved, or a participant in any Company Stock Plan or other Company Benefit Plan, shall have any right thereunder to acquire any capital stock of SBC, SNB, or the Company, except with respect thereof.to Substitute SBC Options or as provided in Section 1.4 of this Agreement with respect to the Company Common Stock which such person received or became entitled to receive in accordance with the exercise of such Company Equity Award prior to the Effective Time. 1.7

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any The Company Options in connection with the Offershall, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying such Company Option; provided, however, that if the exercise price per share of any such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated effective as of immediately prior to the Effective Time without Time, grant Company RSUs and/or Company Incentive Options under the Plan to those individuals and employees and in such amounts as are mutually agreed upon by Parent and the Company which shall equal in the aggregate, the Total Company Equity Awards. Prior to the Effective Time, and subject to the advance review and approval of Parent, the Company shall have taken all actions necessary to effect the grant of Company RSUs and Company Incentive Options, including delivering all required notices, adopting a form of restricted stock unit award agreement and Company Incentive Option agreement (which shall provide, among other things, for a vesting commencement date of no earlier than the Effective Time, no accelerated vesting as a result of the Merger, and that such Company RSUs and Company Incentive Options shall terminate in the event this Agreement is terminated pursuant to ARTICLE X hereof), increasing the share reserve, authorizing the granting of Company RSUs and Company Incentive Options, and obtaining any cash payment being made required consents and/or approvals necessary to effectuate the provisions of this Section 5.11 and which may otherwise be required pursuant to applicable law. Notwithstanding anything in respect thereofthis Agreement to the contrary, unless otherwise agreed to by Parent and the Company, the number of 66 shares of Company Common Stock subject to Company RSUs and Company Incentive Options that shall be granted pursuant to this Section 5.11 by the Company shall equal the Total Company Equity Awards, the vesting thereof shall be as set forth in Schedule 5.11 hereof, and the exercise price of the Company Incentive Options shall equal the Per Share Assumed Option Closing Consideration. Parent shall prepare, subject to the Company’s approval which shall not be unreasonably withheld, any disclosure as shall be required to comply with Rule 701 of the Securities Act in connection with the granting of such Company RSUs and Company Incentive Options (the “701 Disclosure”), which the Company shall distribute in accordance with Parent’s written instructions. The Company shall cooperate and provide reasonable assistance to Parent in preparing the 701 Disclosure. Each of Parent and the Company shall use its reasonable best efforts to ensure that the Company RSUs and Company Incentive Options are granted in such a manner that they shall be exempt from the requirements of Section 409A of the Code pursuant to the short-term deferral rule set forth in Treas. Reg. Section 1.409A-1(b)(4) the rule for stock options set forth in Treas. Reg. Section 1.409A-1(b)(5) or otherwise.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume At the Effective Time, each Company Stock Option then outstanding under any Company Options Stock Plan, whether or not then exercisable, shall be assumed by Parent and converted into an option to purchase Parent Common Stock in accordance with this Section 2.04(a). Each Company Stock Option so converted shall continue to have, and be subject to, the same terms and conditions (acknowledging that the Company Stock Plans (other than the 1998 Independent Director Stock Option Plan) provide for accelerated vesting in connection with this Transaction) as set forth in the Offer, Merger or applicable Company Stock Plan and any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of agreements thereunder immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to except that, as of the Effective Time Time, (i) each unvested Company Stock Option under the 1998 Independent Director Stock Option Plan shall be fully vested and exercisable, (ii) each Company Stock Option held by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder exercisable for that number of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration whole shares of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, Parent Common Stock equal to the product of: (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the number of shares of Company Common Stock underlying that were issuable upon exercise of such Company Option; providedStock Option immediately prior to the Effective Time multiplied by the Exchange Ratio (without regard to any adjustment provided in Section 2.01(e)), howeverrounded down to the nearest whole number of shares of Parent Common Stock, that if and (iii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per share of any Company Common Stock at which such Company Stock Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of was exercisable immediately prior to the Effective Time without by the Exchange Ratio, rounded up to the nearest whole cent. Notwithstanding the foregoing, the conversion of any cash payment being Company Stock Options which are “incentive stock options,” within the meaning of Section 422 of the Code, into options to purchase Parent Common Stock shall be made in respect thereofso as not to constitute a “modification” of such Company Stock Options within the meaning of Section 424 of the Code.

Company Equity Awards. (ai) Neither At the First Effective Time, each Company Option that is outstanding and unexercised immediately prior to the First Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent nor Purchaser Common Stock, and Parent shall assume any the Company Options Plan and each such Company Option in connection accordance with the Offer, Merger or any other transactions contemplated by this Agreement. As soon terms (as reasonably practicable following in effect as of the date of this Agreement, and in any event prior to the earlier to occur ) of the Effective Time Company Plan and the Initial Expiration Date terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as extended pursuant Parent in good faith determines are necessary to Section 1.1(d)), reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory thereupon be converted into rights with respect to ParentParent Common Stock. Accordingly, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as after the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that First Effective Time: (i) all outstanding each Company Options shall fully vest and become exercisable as Option assumed by Parent may be exercised solely for shares of immediately prior to the Acceptance Time and Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held assumed by an optionholder who has consented to the treatment of the options as set forth in this Section 2.6 Parent shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, equal to the product of: determined by multiplying (x) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (yA) the number of shares of Company Common Stock underlying that were subject to such Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; provided(iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, howeveras in effect immediately prior to the First Effective Time, that if by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise price per share of any such Company Option is equal to or greater than assumed by Parent shall continue in full force and effect and the Offer Priceterm, exercisability, vesting schedule and other provisions of such Company Option shall be canceled and terminated otherwise remain unchanged; provided, that, (I) in the case of any Company Option to which Section 421 of the Code applies as of immediately prior the First Effective Time by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (II) the exercise price, the number of shares of Parent Common Stock subject to, and the terms and conditions of exercise of each option to purchase Parent Common Stock shall also be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that: (x) Parent may amend the terms of the Company Options and the Company Plan as may be necessary to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (y) the Parent Board or a committee thereof shall succeed to the Effective Time without authority and responsibility of the Company Board or any cash payment being made in committee thereof with respect thereofto each Company Option assumed by Parent.

Company Equity Awards. (a) Neither Unless otherwise provided in an agreement between Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date holder thereof, each outstanding option to acquire Shares (as extended pursuant to Section 1.1(d))each, the a “Company shall obtain all necessary waivers, consents and/or releases, if any, in form Stock Option”) that is fully vested and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each (or would become fully vested and exercisable by the terms of such Company Stock Option held by an optionholder who has consented to the treatment as a result of the options transactions contemplated by this Agreement) (each such Company Stock Option, a “Vested Company Stock Option”) shall, as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafterTime, be cancelled and, in consideration of thereof, the cancellation holder of such Vested Company Option, Stock Option shall receive an amount in cash, without interest and subject to deduction for any required withholding Tax, cash equal to the product of: of (xi) the excess, if any, of the Offer Price Merger Consideration over the exercise price per Share of such Company Stock Option, multiplied by (ii) the total number of Shares subject to such Company Stock Option, subject to applicable Tax withholding (such amount, the “Company Stock Option Consideration”). Unless otherwise provided in an agreement between Parent and the holder thereof, each outstanding Company Stock Option that is not a Vested Company Stock Option (each such Company Stock Option; , an “Unvested Company Stock Option”) shall, as of the Effective Time, be cancelled and, in consideration thereof, the holder of such Unvested Company Stock Option will receive the Company Stock Option Consideration, subject to and conditioned on the same terms and conditions (yincluding any terms and conditions relating to vesting and acceleration thereof, but excluding any terms and conditions related to exercise) as applicable to the number of shares of Unvested Company Common Stock underlying Option to which such Company Option; providedStock Option Consideration relates, howeverexcept as set forth on Section 2.8 of the Company Disclosure Schedule. Notwithstanding anything in this Section 2.8(a) to the contrary, any Company Stock Option that if the has an exercise price per share of any such Company Option Share that is greater than or equal to or greater than the Offer Price, such Company Option Merger Consideration shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being made in respect thereofcancelled for no consideration.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. As soon as reasonably practicable following the date of this Agreement, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d)), the Company shall obtain all necessary waivers, consents and/or releases, if any, in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable Except as of immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to set forth on Schedule 2.5, at the Effective Time, then immediately prior to by virtue of the Effective Time Merger and without any action on the part of the Buyer, the Transitory Subsidiary, the Company, any holder of Company Stock or any other Person, each Company Option held by an optionholder who has consented that is then outstanding (whether such Company Option is vested or unvested, but not to the treatment of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of extent it has theretofore been exercised) and that has a per share exercise price less than such Company Option’s Pro Rata Share of the sum of the Closing Consideration and the Fixed Post-Closing Payment (each, an “In-the-Money Option”) shall be cancelled and converted into the right to receive an amount in cash, without interest and subject to deduction for any required withholding Taxinterest, equal to the product of: (x1) the excess, if any, of the Offer Price over the exercise price of each such Company Option; and (y) the total number of shares of Company Common Stock underlying such Company In-the-Money Option multiplied by (2) the excess of (x) such In-the-Money Option; ’s Pro Rata Share of the Closing Consideration minus (y) the aggregate exercise price of such In-the-Money Option plus (3) such In-the-Money Option’s Pro Rata Share of the portion of any Future Payment that becomes payable pursuant to the terms of this Agreement, provided, however, that, solely to the extent the In-the-Money Option is unvested immediately prior to the Effective Time (after giving effect to any vesting acceleration set forth in the terms of Company Stock Plan or applicable award agreement that if would be triggered on or immediately prior to the exercise price per share Effective Time), with respect to any Future Payment that becomes payable pursuant to the terms of this Agreement, the holder continues to be employed by or otherwise continues to provide service to the Company, the Buyer or any of their respective Affiliates through the earlier of the original vesting dates (taking into account, and as modified by, any vesting acceleration provided for thereunder) of such Company Option and the applicable payment date of such Future Payment. With respect to any Future Payment, any In-the-Money Option not entitled to receive such Future Payment as a result of the operation of the previous sentence of this Section 2.5(a)(i) shall be referred to herein as an “Excluded Option.” For the avoidance of doubt, any portion of any Future Payment payable with respect to a Company Option that has a per share exercise price greater than such Company Option’s Pro Rata Share of the Closing Consideration shall be reduced by any portion of the aggregate exercise price of such Company Option not offset by such Company Option’s Pro Rata Share of the Aggregate Consideration earlier paid in respect of such Company Option. At the Effective Time, any Company Option that is then outstanding (whether such Company Option is vested or unvested) that has a per share exercise price that is equal to or greater than the Offer Price, such Company Option Option’s Pro Rata Share of the Closing Consideration and the Fixed Post-Closing Payment shall be canceled and terminated as of immediately prior to the Effective Time without any cash payment being cancelled for no consideration. All payments made in respect thereofaccordance with this Section 2.5(a)(i) shall be subject to withholding as provided in Section 2.9.

Company Equity Awards. (a) Neither Parent nor Purchaser shall assume any At the Effective Time, each Unvested Company Options in connection with the Offer, Merger or any other transactions Option held by a Continuing Employee who does not timely consent to a cash substitute as contemplated by Section 2.7(d)(ii) of this Agreement. As soon as reasonably practicable following Agreement shall, on the date of terms and subject to the conditions set forth in this Agreement, be assumed by the Surviving Corporation. Each such Unvested Company Option so assumed by the Surviving Corporation shall continue to have, and in any event prior to the earlier to occur of the Effective Time and the Initial Expiration Date (as extended pursuant to Section 1.1(d))be subject to, the Company shall obtain all necessary waivers, consents and/or releases, if any, same terms and conditions (including the vesting schedule and other terms and conditions set forth in form and substance reasonably satisfactory to Parent, from holders of Company Options, and take such further action, without incurring any liabilities in connection therewith, as the Company may deem to be necessary or reasonably required to give effect to the transactions contemplated by this Section 2.6. As promptly as reasonably practicable following the date of this Agreement, the Stock Plan and stock option agreement under which such Unvested Company Board or a committee thereof or any administrator of an Option Plan, shall adopt resolutions and/or take such other actions was issued) as are permissible under the Option Plans and applicable Law (including, without limitation, by amending the Option Plans) so that (i) all outstanding Company Options shall fully vest and become exercisable as of in effect immediately prior to the Acceptance Time and (ii) to the extent not exercised prior to the Effective Time, then immediately prior to the Effective Time each Company Option held by an optionholder who has consented to the treatment except that (a) such option shall be exercisable for that number of whole shares of the options as set forth in this Section 2.6 shall be canceled, with each former holder of any such canceled Company Option becoming entitled to receive, at the Effective Time or as soon as practicable thereafter, in consideration of the cancellation of such Company Option, an amount in cash, without interest and subject to deduction for any required withholding Tax, Surviving Corporation’s common stock equal to the product of: (x) rounded down to the excess, if any, next whole number of shares of the Offer Price over the exercise price Surviving Corporation’s common stock, with no cash being payable for any fractional share eliminated by such rounding) of each such Company Option; and (y) the number of shares of Company Common Stock underlying that were issuable upon exercise of such Company Option; provided, however, that if option immediately prior to the Effective Time and the Exchange Ratio and (b) the per share exercise price for the shares of the Surviving Corporation’s common stock issuable upon exercise of such assumed option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of any Company Common Stock at which such Company Option is equal to or greater than the Offer Price, such Company Option shall be canceled and terminated as of option was exercisable immediately prior to the Effective Time without any cash payment being made in respect thereofby the Exchange Ratio. It is the intent of the parties hereto that the assumption of the Unvested Company Options shall not constitute a modification thereof under the provisions of Sections 409A and 424 of the Code, and to the extent permitted by applicable Law, all assumed Unvested Company Options that prior to the Effective Time were treated as incentive or non-qualified stock options under the Code shall from and after the Effective Time continue to be treated as incentive or non-qualified stock options, respectively, under the Code. Promptly after the Effective Time, the Surviving Corporation shall issue award agreements evidencing the foregoing assumption of such Unvested Company Options to the applicable holders.