Common use of Company Options Clause in Contracts

Company Options. (i) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (ia) At the First Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the First Effective Time (under the Company Plan, whether or vests as a result of the consummation of the transactions contemplated hereby) (eachnot vested, a “Cancelled Option”) shall, by virtue of the Merger, shall be cancelled and terminated and converted into and become an option to purchase Parent Common Stock, and Parent shall assume the right to receive the Merger Consideration in respect of Company Plan and each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shallin accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are necessary to 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 thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the First Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the First Effective Time, by direction (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (which is hereby given pursuant 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 this Agreement)such Company Option, be cancelled without any payment being made as in respect thereof. The payment of Option Consideration effect immediately prior to the holder First Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of a Cancelled any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall be reduced otherwise remain unchanged; provided, that, (I) in the case of any Company Option to which Section 421 of the Code applies as of the First Effective Time by any applicable tax withholding required reason of its qualification under the Ordinance, Section 422 of the Code, any Applicable Lawthe 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 Valid Certificate and otherwise as set forth in manner consistent with the requirements of Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 424(a) of the Option Consideration 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 any remaining amount reducing the Stock Merger Consideration portion requirements of Section 409A of the Option ConsiderationCode; provided, with further, that: (x) Parent may amend the value terms of the stock portion 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 purposes the adjustment of such deduction determined based on 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 Average Trading Price. The holder Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Cancelled Company Option that is a Company 102 Option or that is otherwise held assumed by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Parent.

Company Options. As of the close of business on December 21, 2008: (i) At 4,084,425 Company Ordinary Shares are issuable upon the Effective Timeexercise of Company Options under the Company Share Plans, the weighted average exercise price of such Company Options is $4.078, and 2,951,559 Company Ordinary Shares underlying such Company Options are vested and exercisable; (ii) 1,771,468 Company Ordinary Shares are available for future grant under the Company Share Plans; (iii) no Company Ordinary Shares are issuable under the Company’s employee stock purchase plans, if any (the “Company Purchase Plans”); and (iv) no Company Ordinary Shares are issuable pursuant to outstanding options to purchase Company Ordinary Shares (A) which were issued other than pursuant to the Company Share Plans and (B) other than shares reserved for issuance under the Company Purchase Plans. Section 3.2(c) of the Company Disclosure Letter sets forth a list of each outstanding Company Option: (a) the particular Company Share Plan (if any) pursuant to which any such Company Option was granted; (or portion thereofb) that the name of the holder of such Company Option; (c) the number of Company Ordinary Shares subject to such Company Option; (d) the exercise price of such Company Option; (e) the date on which such Company Option was granted; (f) the applicable vesting schedule, if any, and the extent to which such Company Option is outstanding vested and vested exercisable as of immediately prior the date hereof; (g) the date on which such Company Option expires; and (h) whether such Company Option is subject to Section 409A of the Effective Time (Code. All Company Ordinary Shares subject to issuance under the Company Share Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no commitments or vests agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the consummation Merger (whether alone or upon the occurrence of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”additional or subsequent events). The holder of each Cancelled Option shall receive at the Effective Time from Company does not maintain any Company Purchase Plans. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. As of the Effective Time, (i) At each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Company Option (or portion thereof) that is outstanding shall continue to have, and vested shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of immediately prior to the Effective Time (or vests as including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a result fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) (each, a “Cancelled Option”) shall, by virtue vesting rights which they did not have as of the MergerEffective Time, be cancelled and terminated and converted into or relieve the right holders of such Options of any obligations or restrictions applicable to receive their Options or the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu shares obtainable upon exercise of the Merger Consideration, Options. The adjustment provided for herein with respect to any fractional Net Share Options that are "incentive stock options" (after aggregating all shares represented by all Cancelled Options held by such individualas defined in Section 422 of the Code) shall be settled effected in cash based on a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”)Code. The holder Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of each Cancelled Company Common stock or other awards or rights shall be granted under the Company Stock Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) from shall be the Surviving Company, same as the Option Considerationoriginal Options except that all references to the Company shall be references to Acquiror. If Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Options.

Company Options. (i) At As of the Transaction Effective Time, by virtue of the Transaction Merger, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the Transaction Effective Time Time, shall be assumed by the Purchaser and shall be converted into a right (or vests an “Adjusted Option”) to acquire Purchaser Common Stock in accordance with this Section 2.8(d). Each such Adjusted Option as a result of so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Option immediately prior to the Transaction Effective Time, including the same vesting schedule as the applicable Company Option (and no Company Option shall have its vesting accelerated in connection with the consummation of the transactions contemplated herebyby this Agreement) (eachprovided, a “Cancelled Option”that no Adjusted Options shall be exercisable prior to the earlier to occur of (i) shall, by virtue the one (1) year anniversary of the MergerClosing Date or (ii) sixty (60) days after the Company Option holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Company Stock Plan)), be cancelled and terminated except that as of the Transaction Effective Time, the Adjusted Option as so assumed and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on exercisable for that number of whole shares of Purchaser Common Stock (rounded down to the Cash Equivalent Consideration nearest whole share) equal to the product of (x) the number of shares of Company Common Stock subject to such consideration being hereinafter referred Company Option multiplied by (y) the Exchange Ratio, at an exercise price per share of Purchaser Common Stock (rounded up to as the “Option Consideration”). The holder nearest whole cent) equal to the quotient of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Timea) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, Company Common Stock of such Company Option shallOption, divided by direction (b) the Exchange Ratio; provided that the exercise price and/or the number of Parent (which is hereby given pursuant to this Agreement), shares of Purchaser Common Stock that may be cancelled without any payment being made in respect thereof. The payment of Option Consideration to purchased under the holder of a Cancelled Adjusted Option shall be reduced by any applicable tax withholding further adjusted to the extent required under to remain compliant with, or exempt from, the Ordinancerequirements of Section 409A of the Code; and provided further, that in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, any Applicable Lawthe exercise price and the number of shares of Purchaser Common Stock subject to the Adjusted Option shall be determined in a manner consistent with the requirements of Section 424 of the Code and the Department of Treasury Regulations issued thereunder. Further, a Valid Certificate and otherwise as set forth with respect to three percent (3%) of the shares which can be acquired under each Adjusted Option (such 3%, the “Reserved Portion”), in Section 2.13 and Section 6.18. The addition to the above-described exercisability restrictions applicable taxes required to the Adjusted Option, the Reserved Portion shall (A) in no event be withheld exercisable until after the Expiration Date, (B) immediately after 11:59 p.m. New York City time on the Expiration Date, the Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that are not released from the Option Consideration shall reduce first Escrow Account to the Cash Merger Consideration Exchange Agent for distribution to Company Holders, net of the number of Escrow Shares retained for Pending Claims, bears to the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) and (C) with respect to the portion of the Option Consideration with Reserved Portion equal to the number of Escrow Shares retained after the Expiration Date for Pending Claims divided by the aggregate number of Escrow Shares deposited in the Escrow Account at the Closing (subject to equitable adjustment for stock dividends, recapitalizations, stock exchanges and other similar transactions) (the “Pending Reserved Portion”), (I) such Pending Reserved Portion shall continue to not be exercisable until after the final resolution of all Pending Claims, and (II) upon the final resolution of all Pending Claims, the Pending Reserved Portion shall be forfeited in the same proportion that the number of Escrow Shares that were retained for Pending Claims that are not released from the Escrow Account to the Exchange Agent for distribution to Company Holders (or, to the extent required by Section 2.9(h), to the Purchaser for distribution to such Company Holders) bears to the aggregate number of Escrow Shares that were retained for Pending Claims. For the avoidance of doubt, the period of exercisability of an Adjusted Option, including the Reserved Portion, shall not be extended. For purposes of this Agreement, “Exchange Ratio” means the ratio at which a share of Company Common Stock is exchanged for shares of Purchaser Common Stock at the Transaction Effective Time, as calculated pursuant to Section 2.7. From and after the Transaction Effective Time, (i) all references to the Company (including any remaining references relating to a “Sale Event” involving the Company) in the Company Stock Plan and in each agreement evidencing any outstanding award of Company Options shall be deemed to refer to the Purchaser and (ii) the aggregate number of awards permitted to be issued or granted under the Company Stock Plan shall be adjusted to an amount reducing equal to (A) the aggregate number of shares subject to awards permitted to be issued or granted under the Company Stock Merger Consideration portion Plan immediately prior to the Transaction Effective Time multiplied by (B) the Exchange Ratio. Prior to the Transaction Effective Time, the Company Stock Plan shall be amended, to the extent necessary, to reflect the transactions contemplated by this Section 2.8(d), including the conversion of the Option Consideration, with Company Options and the value substitution of the stock portion Purchaser for purposes the Company thereunder to the extent appropriate to effectuate the assumption of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held Stock Plan by the 102 Trustee Purchaser. Promptly after the Closing, the Purchaser shall receive the Option Consideration through the 102 Trustee take all action necessary or appropriate in accordance with applicable securities Laws to have available for issuance under an effective registration statement filed with the SEC a sufficient number of shares of Purchaser Common Stock for delivery upon exercise or vesting of the Adjusted Options. As of the Transaction Effective Time, except as provided in this Section 2.82.8(d), all rights under any Company Option and any provision of the Company Stock Plan providing for the issuance or grant of any other interest in respect of the capital stock of the Company shall be cancelled. The Company shall ensure that, as of and after the Transaction Effective Time, except as provided in this Section 2.8(d), no Person shall have any rights under the Company Stock Plan.

Company Options. (i) At Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) Common Stock (each, a “Cancelled Company Option”) shall), by virtue under any stock option plan of the MergerCompany (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and terminated and converted into the right and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatEffective Time), in lieu consideration of the Merger Considerationcancellation of such Company Option and in settlement therefor, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individuali) shall be settled a payment in cash based on (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the Cash Equivalent product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such consideration amounts payable hereunder being hereinafter referred to as the “Option ConsiderationPayment”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll From and after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such cancelled Company Option shallshall no longer be exercisable by the former holder thereof, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration but shall only entitle such holder to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion payment of the Option Consideration with any remaining amount reducing Payment, and, prior to the Stock Merger Consideration portion Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall right to receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Payment.

Company Options. (ia) At the Effective Time, each Company Option (Option, whether vested or portion thereof) that is outstanding unvested, will be assumed by NetRatings as contemplated by this Section 5.7. Section 5.7 of the Company Disclosure Schedule hereto sets forth a true and vested complete list as of the date of this Agreement of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. On the Closing Date, the Company shall deliver to NetRatings an updated Section 5.7 of the Company Disclosure Schedule hereto current as of such date. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (or vests as a result ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, quotient determined by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If dividing the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, at which such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a Cancelled Option shall be reduced by any applicable tax withholding required under document in form and substance reasonably satisfactory to ACN evidencing the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes foregoing assumption of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Company Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8NetRatings.

Company Options. (i) At As of the Effective Time, each option to purchase Company Option (or portion thereof) Ordinary Shares under the Stock Plans that is outstanding outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and vested collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (eachshall be, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, without any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based action on the Cash Equivalent Consideration part of any holder thereof, assumed by Parent and substituted with an option to purchase shares of Parent Common Stock (such consideration being hereinafter referred to as the “Option Consideration”). The holder , in accordance with the terms of each Cancelled the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option shall receive at the Effective Time Tax Ruling, except that from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll and after the Effective Time, (i) from the Surviving number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (ii) the per share exercise price under each such Parent Stock Option Consideration. If shall be equal to the exercise price per share Company Ordinary Share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shallimmediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, by direction however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent (which is hereby given Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this AgreementSection 2.5(a), be cancelled without any payment being made in respect thereof. The payment the right of Option Consideration to the each holder of a Cancelled Company Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on exercise the Parent Average Trading Price. The holder Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of each Cancelled Option that is a Company 102 Option or that is otherwise held by employment to the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8extent applicable.

Company Options. (ia) At Subject to Section 5.5(c), at the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Meerkat Common Stock, and Meerkat shall assume the Company Plan and each such Company Option in accordance with the terms (or vests as a result in effect as of the consummation date of this Agreement) of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue Company Plan and the terms of the Merger, stock option agreement by which such Company Option is evidenced. Any Company Options not issued under the Company Plan shall be cancelled and terminated and immediately prior to the Effective Time. All rights with respect to Company Common Stock under Company Options assumed by Meerkat shall thereupon be converted into the right rights with respect to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatMeerkat Common Stock. Accordingly, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll and after the Effective Time: (i) from each Company Option assumed by Meerkat may be exercised solely for shares of Meerkat Common Stock; (ii) the Surviving Companynumber of shares of Meerkat Common Stock subject to each Company Option assumed by Meerkat shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Meerkat Common Stock; (iii) the per share exercise price for the Meerkat Common Stock issuable upon exercise of each Company Option Consideration. If assumed by Meerkat shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, 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 Company Option assumed by Meerkat shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Cancelled Company Option is equal shall otherwise remain unchanged; provided, however, that: (A) to or greater than the Merger Considerationextent provided under the terms of a Company Option, such Company Option assumed by Meerkat in accordance with this Section 5.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Meerkat Common Stock subsequent to the Effective Time; and (B) the Meerkat Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by direction of Parent (which is hereby given pursuant Meerkat. Notwithstanding anything to the contrary in this AgreementSection 5.5(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Meerkat Common Stock shall be cancelled without any payment being made in respect thereof. The payment of Option Consideration to a manner consistent with Treasury Regulation Section 1.424-1, such that the holder conversion of a Cancelled Company Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, not constitute a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the “modification” of such Company Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on Section 409A or Section 424 of the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. (ia) At the Effective Time, each Company Option (or portion thereof) that which is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested as and exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and the Human Resources Committee of its Board of Directors shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering the Company Stock Option Plans, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (or vests as a result of multiplied by the consummation of the transactions contemplated hereby) (eachExchange Ratio, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, provided that any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by of Parent Common Stock resulting from such individual) multiplication shall be settled in cash based on rounded down to the Cash Equivalent Consideration nearest share, and (such consideration being hereinafter referred to as iv) the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the per share exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, under each such Company Option shallshall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, by direction provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of Parent (the preceding sentence, each Company Option which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option an "incentive stock option" shall be reduced adjusted as required by any applicable tax withholding required under the Ordinance, Section 424 of the Code, any Applicable Lawand the regulations promulgated thereunder, so as not to constitute a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion modification, extension or renewal of the Option Consideration with any remaining amount reducing option within the Stock Merger Consideration portion meaning of Section 424(h) of the Option Consideration, with Code. Parent and the value Company agree to take all necessary steps to effect the foregoing provisions of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with this Section 2.83.05(a).

Company Options. (i) At Unless the terms of an agreement evidencing a Company Option or the provisions of the Company Option Plan applicable to a Company Option provide otherwise, each Company Option that is issued and outstanding immediately prior to the Effective Time, each whether or not then exercisable, will be assumed by Parent and converted into an option to purchase Parent Common Stock (“Assumed Company Options”). Each Company Option so assumed and converted will continue to have, and be subject to, the same terms and conditions, except that (i) each converted Company Option shall be exercisable (or portion thereofwill become exercisable in accordance with its terms) for that is outstanding and vested as number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio (or vests as a result rounded down to the nearest whole share), and (ii) the per share exercise price for the shares of the consummation Parent Common Stock issuable upon exercise of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and such converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Company Option shall be settled in cash based on equal to the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If quotient determined by dividing the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, Company Common Stock at which such Company Option shallwas exercisable immediately prior to the Effective Time by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the terms of each of the Company Options will provide (x) for an equitable adjustment in the event that any Escrow Shares are delivered by direction the Escrow Agent to a Parent Indemnified Party so that the holder of such Company Option will bear a pro rata portion (relative to the Total Outstanding Shares) of the aggregate indemnifiable Damages giving rise to such delivery of Escrow Shares and (y) upon exercise of such Company Option, a portion of the Parent Common Stock issued upon such exercise (equal to the portion of Company Stock then held in the Escrow Account relative to the number of shares of Parent (which is hereby given Common Stock previously delivered to the Company Stockholders pursuant to this Agreement), ) will be cancelled without any payment being made retained by Parent in respect thereof. The payment of Option Consideration escrow and transferred to either Parent or the holder of a Cancelled Option such Company Option, as applicable, at the same time and in the same relative proportion as the Escrow Shares are transferred out of the Escrow Account. The conversion of Company Options provided for in this Section 2.6(c) with respect to any Company Options that are “incentive stock options” (as defined in Section 422 of the Code) shall be reduced by any applicable tax withholding required under effected in a manner consistent with Section 424(a) of the Ordinance, the Code, any Applicable Law, a Valid Certificate Code and otherwise as set forth in Section 2.13 and Section 6.18. The a manner intended to preserve incentive stock option treatment to the extent permitted by applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8law.

Company Options. (i) At LKQ and Parent shall not assume any Company Options in connection with the Merger or any other transactions contemplated by this Agreement. Upon the terms and subject to the conditions set forth in this Agreement, except as otherwise agreed to by Parent and a holder of a Company Option, the Company shall take such action as may be necessary so that immediately prior to the Effective Time, and without any action on the part of any holder of a Company Option, (i) the vesting of each Company Option (or portion thereof) that is unvested and remains outstanding and vested as of immediately prior to the Effective Time shall be accelerated in full, (or vests ii) each Company Option (including each Company Option that was accelerated pursuant to the foregoing clause (i)) that remains outstanding as a result of immediately prior to the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, Effective Time shall be cancelled and terminated as of the Effective Time, and converted into the right to receive the Merger Consideration in respect (iii) each holder of each Net Share covered by such Cancelled Option; except that, in lieu of Company Option who has delivered to the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Company an executed Option Consent Agreement shall be settled paid by the Company promptly after the Effective Time, subject to Section 3.8(e), an amount in cash based on (without interest), if any, equal to the Cash Equivalent Consideration product obtained by multiplying (x) the aggregate number of Company Shares that were issuable upon exercise of such consideration being hereinafter referred Company Option immediately prior to as the Effective Time, by (y) the Offer Price, less the per share exercise price of such Company Option (the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter ) (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the it being understood and agreed that such exercise price per share of any such Cancelled Option is equal shall not actually be paid to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Company Option). Within three (3) Business Days after the Closing, LKQ and Parent shall provide or cause to be provided to the Surviving Corporation the funds necessary to pay, and LKQ and Parent shall cause the Surviving Corporation to pay, to each of the holders of Company Options who has delivered to the Company an executed Option shall be reduced by Consent Agreement, the applicable Option Consideration (less any applicable tax withholding required under taxes payable in respect thereof) as promptly as practicable (and in no event later than the Ordinancenext regular payroll date) thereafter. For the avoidance of doubt, if the per share exercise price of any Company Option, whether vested or unvested, equals or exceeds the Offer Price, then by virtue of the occurrence of the Effective Time and without any action on the part of Parent, Acquisition Sub, the CodeCompany, the Surviving Corporation or the holders thereof, such Company Options shall automatically terminate and be canceled without payment of any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required consideration to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8thereof.

Company Options. (ia) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the Effective Time under the Company Plan, whether or not vested, shall be converted into and become an option to purchase Parent ADSs, and Parent shall assume the Company Plan and each such Company Option in accordance with the terms (or vests as a result in effect as of the consummation date of this Agreement) of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue Company Plan and the terms of the Mergerstock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase Parent ADSs), all in accordance with the provisions of the Options Tax Ruing or the Interim Options Tax Ruling, if obtained. All rights with respect to Company Ordinary Shares under Company Options assumed by Parent shall thereupon be cancelled and terminated and converted into the right rights with respect to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatParent ADSs. Accordingly, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll and after the Effective Time: (i) from each Company Option assumed by Parent may be exercised solely for Parent ADSs; (ii) the Surviving Companynumber of Parent ADSs subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of Company Ordinary Shares that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number to the nearest whole number of Parent ADSs; (iii) the per share exercise price for the Parent ADSs issuable upon exercise of each Company Option Consideration. If assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Ordinary Shares subject to such Company Option, as in effect immediately prior to the Effective Time, 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 Cancelled Company Option is equal to or greater than assumed by Parent shall continue in full force and effect and the Merger Considerationterm, exercisability, vesting schedule and other provisions of such Company Option shallshall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plan to reflect Parent’s substitution of the Company Options with options to purchase Parent ADSs (such as by direction 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 that relate to Parent and/or Parent ADSs); and (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration B) the Parent Board or a committee thereof shall succeed to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate authority and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion responsibility of the Company Board or any committee thereof with respect to each Company Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held assumed by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Parent.

Company Options. (i) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of a Company Option, each stock option to purchase Company Option Common Stock granted under any Company Benefit Plan (including, for the avoidance of doubt, the Company’s Amended and Restated 2007 Equity Incentive Plan, as amended or portion thereof) the Company’s Amended and Restated 2011 Equity Incentive Plan, as amended (such options, the “Company Options” and such plans, collectively, the “Company Stock Plans”)), that is outstanding and vested unexercised as of immediately prior to the Effective Time Time, whether or not then exercisable or vested, shall be assumed by Parent and automatically converted into an option exercisable for that number of shares of Parent Common Stock (or vests as a result of the consummation of the transactions contemplated hereby) (eachconverted, a “Cancelled Converted Company Option”) shallunder the Parent Equity Plan equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Company Option was exercisable multiplied by (B) the Equity Award Exchange Ratio, by virtue with any resulting fractional share of Parent Common Stock rounded down to the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect nearest whole share. The exercise price per share of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Converted Company Option shall be settled in cash based on the Cash Equivalent Consideration adjusted so that it is equal to (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Timex) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shallimmediately prior to the Effective Time divided by (y) the Equity Award Exchange Ratio, by direction with any resulting fractional cent rounded up to the nearest cent; provided, however, that the exercise price and the number of Parent (which is hereby given shares of Company Common Stock purchasable pursuant to a Converted Company Option shall be subject to such adjustments as may be necessary for the foregoing conversion to satisfy the requirements of Sections 409A, 422 and 424 of the Code and U.S. Treasury Regulations Section 1.424-1. As of the conversion pursuant to this AgreementSection 1.8(a), each Converted Company Option shall be cancelled without any payment being made subject to the same terms and conditions (including vesting and exercisability terms) applicable to the corresponding Company Option immediately prior to the Effective Time except as otherwise provided in respect thereof. The payment of Option Consideration this Section 1.8(a), or for administrative changes that are not adverse to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by to which the 102 Trustee shall receive the Option Consideration through the 102 Trustee holder consents in accordance with Section 2.8writing.

Company Options. (ia) At the Effective Time, each Company Option (Option, whether vested or portion thereof) that is outstanding unvested, will be assumed by NetRatings as contemplated by this Section 5.4. Section 5.4 of the Company Disclosure Schedule hereto sets forth a true and vested complete list as of the Closing Date of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such Company Option. Each such Company Option so assumed by NetRatings under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Company Option Plan and any other document governing such Company Option immediately prior to the Effective Time, except that (i) such Company Option will be exercisable for that number of whole shares of NetRatings Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Common Exchange Ratio and rounded down to the nearest whole number of shares of NetRatings Common Stock, (or vests as a result ii) the per share exercise price for the shares of NetRatings Common Stock issuable upon exercise of such assumed option will be equal to the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, quotient determined by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If dividing the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, at which such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up to the nearest whole tenth of a cent, and (iii) the term, vesting schedule and other provisions of such Company Option shall remain unchanged, provided that all outstanding Options shall be exercisable as of the Effective Time to the extent vested as of the Effective Time and will continue to become exercisable as they vest after the Effective Time. Consistent with the terms of the Company Option Plan and the documents governing the outstanding Company Options, the Merger will not result in the termination of any of the outstanding Company Options or, except as contemplated by the preceding sentence, the acceleration of the exercisability or vesting of such Company Options upon NetRatings' assumption of the Company Options in the Merger. Within 20 business days after the Effective Time, NetRatings will issue to each person who, immediately prior to the Effective Time, was a holder of an outstanding Company Option a Cancelled Option shall be reduced by any applicable tax withholding required under document in form and substance reasonably satisfactory to ACN evidencing the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes foregoing assumption of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Company Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8NetRatings.

Company Options. (ia) At The Company shall take such actions as are necessary to assure that, as of the REIT Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior option to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) acquire Common Shares (each, a “Cancelled Company Option”) shallissued under the Company Share Incentive Plan and outstanding immediately prior to the REIT Effective Time, whether or not then exercisable or vested, by virtue of the MergerREIT Merger and without any further action on the part of the Purchaser Parties, the Company or the holder of that Company Option, shall be cancelled and terminated and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess of the REIT Merger Consideration in respect per share over the exercise or purchase price per share of each Net Share covered by such Cancelled Company Option; except that, in lieu and (y) the number of Common Shares subject thereto (the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by aggregate of such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being amounts hereinafter referred to as the “Option Merger Consideration”). The holder payment of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Company Option shall be reduced by any applicable tax income or employment Tax withholding required under (i) the OrdinanceCode or (ii) any applicable state, local or foreign Tax Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes under this Agreement as having been paid to the holder of that Company Option. At the REIT Effective Time, all Company Options shall be cancelled and the Company Share Incentive Plan shall terminate. The Company shall take such actions as are necessary to ensure that the Company Share Incentive Plan shall terminate as of the REIT Effective Time. All administrative and other rights and authorities granted under the Company Share Incentive Plan to the Company, the CodeCompany Board or any committee or designee thereof, shall, following the REIT Effective Time, reside with the Surviving Entity. Notwithstanding the foregoing, if the exercise price per share or unit provided for in any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from Company Option exceeds the Option Consideration shall reduce first the Cash REIT Merger Consideration portion per share, no cash shall be paid with regard to such Company Option to the holder of such Company Option. Prior to the REIT Effective Time, the Company and the Purchaser Parties shall establish a procedure to effect the surrender of Company Options contemplated by this Section 2.3(a) and payment of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion by the Paying Agent out of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Payment Fund.

Company Options. (i) At the First Effective Time, by virtue of the First Merger, each Company Option (outstanding immediately prior to the First Effective Time shall automatically, without any action on the part of Parent, Merger Sub I, the Company or portion any holder thereof) , be converted into and thereafter evidence an option to acquire a number of Parent Shares that is outstanding and vested equal to the product of (A) the number of Company Shares subject to such Company Option as of immediately prior to the First Effective Time Time, multiplied by (or vests as a result B) the Exchange Ratio, rounded down to the nearest whole number of the consummation of the transactions contemplated hereby) Parent Shares (eachafter such conversion, a an “Cancelled Exchanged Option”) shall), by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the an exercise price per Parent Share underlying such Exchanged Option equal to the quotient obtained by dividing (x) the per share exercise price of Company Options immediately prior to the First Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. To the extent that Section 409A or Section 421(a) of the Internal Revenue Code of 1986, as amended (the “Code”), applies to any such Cancelled Option is equal Company Option, the foregoing adjustment will be subject to or greater than such modifications, if any, as are required to cause the Merger Consideration, such Company Option shall, substitution contemplated by direction of Parent (which is hereby given pursuant this Section 2.08(c) to this Agreement), be cancelled without any payment being made in respect thereof. The payment a manner consistent with Section 409A or Section 421(a) of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as applicable. Except as provided in this Section 2.08(c) or as set forth in Section 2.13 and Section 6.18. The 2.08(c) of the Company Disclosure Letter or as otherwise set forth in the applicable taxes required Company Equity Plan or the award agreement pursuant to which such Company Option was granted, each Exchanged Option shall continue to be withheld from governed by the same terms and conditions as were applicable to the corresponding Company Option Consideration immediately prior to the First Effective Time; provided, that Parent shall reduce first take all action necessary to cause the Cash Merger Consideration portion term of exercisability of any such Exchanged Option following termination of the Option Consideration holder’s employment or service with the Company, the Initial Surviving Corporation, Surviving Company, Parent or any remaining amount reducing of their respective affiliates, as applicable (including any termination resulting from or in connection with the Stock Merger Consideration portion consummation of the Contemplated Transactions), to be extended such that such Exchanged Option Consideration, with may be exercised by the value holder thereof until the earlier of the stock portion for purposes expiration date of such deduction determined based on the Parent Average Trading Price. The holder Company Option corresponding to the applicable Exchanged Option as of each Cancelled Option that is a the date hereof or the three (3) year anniversary of the applicable Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Employee’s date of termination.

Company Options. (i) At the Effective Time, by virtue of the Merger and without any action of any Party or any other Person, the Company Equity Plans and each Vested Company Option and Unvested Company Option shall be assumed by MEOA, except that following the Effective Time each Vested Company Option and Unvested Company Option shall cease to represent the right to purchase Company Shares and shall thereafter be exercisable for MEOA Shares (or portion thereofeach, a “Rollover Option”) in an amount, at an exercise price and subject to such terms and conditions, in each case, as set forth on the Allocation Schedule to be delivered in accordance with Section 2.3. Each Rollover Option shall be subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that is outstanding and vested as of applied to the corresponding Company Option immediately prior to the Effective Time Time, except for (or vests as a result of the consummation i) terms (A) rendered inoperative by reason of the transactions contemplated hereby) by this Agreement (each, a “Cancelled Option”) shall, by virtue including any anti-dilution or other similar provisions that adjust the number of underlying shares that could become exercisable subject to the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, options or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share therefor) or (B) to the extent they conflict with the Adopted Incentive Equity Plans and (ii) such other immaterial administrative or ministerial changes as the MEOA Board (or the compensation committee of the MEOA Board) may determine in good faith are appropriate to effectuate the administration of the Rollover Options; it being understood that the MEOA Board shall have no authority pursuant to the foregoing clause (ii) to adopt or make any such Cancelled Option is equal changes, and the Company Board shall have no obligation to or greater than the Merger Consideration, adopt such Company Option shall, by direction of Parent (which is hereby given changes pursuant to this AgreementSection 2.1(b)(ii), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under extent that such changes are materially adverse to the Ordinance, holders thereof vis-à-vis the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes rights of such deduction determined based on holders with respect to the Parent Average Trading Price. The holder Vested Company Options and the Unvested Company Options, in each case without consent of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8such holders.

Company Options. (ia) At Prior to the Effective Time, Company and its Subsidiaries shall take all actions necessary to ensure that from and after the Effective Time, options to purchase shares of the Company Common Stock (each, a “Company Option”) held by any employee, consultant, independent contractor and director which are outstanding immediately before the Effective Time shall be converted into and become options to purchase shares of Parent Common Stock (each, a “Converted Option”), in each Company Option (or portion thereof) that is outstanding and vested as of case, on terms substantially identical to those in effect immediately prior to the Effective Time (or vests as a result under the terms of the consummation of the transactions contemplated hereby) (eachstock incentive plan or other related agreement or award pursuant to which such Company Option was granted. Accordingly, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled from and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time, (i) from each such Converted Option may be exercised solely to purchase shares of Parent Common Stock, (ii) the Surviving Companynumber of shares of Parent Common Stock issuable upon exercise of such Converted Option shall be equal to the number of shares of the Company Common Stock that were issuable upon exercise under the corresponding Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded up to the nearest whole share, (iii) the per share exercise price under such Converted Option Consideration. If shall be determined by dividing the per share exercise price of the corresponding Company Option immediately prior to the Effective Time by the Exchange Ratio and rounded up to the nearest whole cent, (iv) any restriction on the exercise price per share of any such Cancelled Company Option is equal to or greater than shall continue in full force and effect and the Merger Considerationterm, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that each Company Option assumed by Parent in accordance with this Section 2.5 shall, by direction in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of Parent (which is hereby given shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction after the Effective Time; provided, further, however, that the option price, number of shares purchasable pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment each such so Converted Option and the terms and conditions of Option Consideration to the holder exercise of a Cancelled each such so Converted Option shall be reduced determined in order to comply with Section 409A of the Code and for any Company Option to which Section 421 of the Code applies by reason of its qualification under any applicable tax withholding required under the Ordinance, of Sections 422 through 424 of the Code, any Applicable Lawthe option price, a Valid Certificate the number of shares purchasable pursuant to each such so Converted Option and otherwise as set forth the terms and conditions of exercise of each such so Converted Option shall be determined in order to comply with Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 424 of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. At the Effective Time, each unvested Company Option, shall be converted into an option to acquire a number of shares of Parent Common Stock equal to the product (rounded down to the nearest number of whole shares) of (i) At the number of shares of Company Common Stock subject to the Company Option immediately prior to the Effective Time, and (ii) the Option Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (B) the Option Exchange Ratio; provided, however, that such conversion shall in all events occur in a manner satisfying the requirements of Sections 409A, 422 and 424 of the Code and Treasury Regulation Section 1.424-1. For purposes of this Agreement, the “Option Exchange Ratio” shall be the fraction having a numerator equal to the per share Merger Consideration (valuing the Stock Portion of the Merger Consideration at the Measurement Price thereof) and having a denominator equal to the Measurement Price. Except as specifically provided in this Section 2.4(a), following the Effective Time, each Company Option (shall continue to be governed by the same terms and conditions as set forth in the applicable Company Equity Plan and any agreements thereunder as were applicable immediately prior to the Effective Time. In addition to the foregoing, Parent shall assume the Company Equity Plans, and the number and kind of shares available for issuance under the Company Equity Plans shall be converted into shares of Parent Common Stock in accordance with the provisions of each applicable Company Equity Plan. At the Effective Time, each vested Company Option shall, by virtue of the Merger and without any action on the part of the holders thereof, the Company, Parent or portion thereof) that is outstanding Merger Sub, be cancelled and shall only entitle the holder thereof to receive, as soon as reasonably practicable after the Effective Time, from Parent, the consideration, subject to all applicable income and employment withholding taxes, such holder would have received if such holder had effected a cashless exercise of such vested as of Company Option immediately prior to the Effective Time (or vests and the shares of Company Common Stock issued upon such cashless exercise were converted in the Merger into Merger Consideration pursuant to Section 2.1(a). Such cashless exercise shall be deemed to have been effected by distributing to the holder of each vested Company Option a number of shares of Company Common Stock equal to the number of shares of Company Common Stock subject to each vested Company Option, less the number of shares of Company Common Stock equal in value to the sum of the aggregate exercise price of each vested Company Option plus the aggregate income and employment withholding taxes payable as a result of the consummation deemed exercise of each vested Company Option (measured based on the extent to which the aggregate fair market value of the transactions contemplated hereby) (eachtotal number of shares of Company Common Stock issuable under each vested Company Option immediately prior to the Effective Time exceeds the aggregate exercise price of each vested Company Option). The net number of shares of Company Common Stock deemed issued in connection with the deemed cashless exercise of each vested Company Option shall be converted on the Effective Time into the Merger Consideration. Promptly following the date of this Agreement, the Company shall deliver written notice to each holder of a “Cancelled Option”) shall, by virtue Company Option informing such holder of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu effect of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Options.

Company Options. (i) At the Effective Time, each option (each, a “Company Option Option”) to purchase shares of Company Common Stock granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”), whether vested or portion thereof) unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and vested shall be converted, at the Effective Time, into an option to purchase shares of Parent Common Stock (a “Parent Option”), on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of immediately prior to the Effective Time (or vests as a result and specifically subject to any provisions providing for accelerated vesting upon certain terminations of employment following the consummation of the transactions contemplated hereby, whether contained in the Company Equity Plan, an applicable award agreement, an employment agreement, or any other agreement or severance plan (or in any consent or approval adopted by the Company’s Board of Directors (or a committee thereof)) (each, a “Cancelled Option”) shall, by virtue governing the terms of such Company Option as in effect immediately prior to the Merger, be cancelled and terminated and converted into the right Effective Time. The number of shares of Parent Common Stock subject to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Parent Option shall be settled in cash based on equal to (i) the Cash Equivalent Consideration (such consideration being hereinafter referred number of shares of Company Common Stock subject to as the “each Company Option Consideration”). The holder of each Cancelled Option shall receive at immediately prior to the Effective Time from multiplied by (ii) the CompanyExchange Ratio, or as soon as practicable thereafter rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (but in no even later than rounded up to the Company’s first full payroll after the Effective Timenearest whole cent) from the Surviving Company, the Option Consideration. If equal to (A) the exercise price per share of any such Cancelled Option is equal Company Common Stock otherwise purchasable pursuant to or greater than the Merger Consideration, such Company Option shalldivided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by direction reason of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment its qualification under Section 422 of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Lawthe 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 Valid Certificate and otherwise as set forth in manner consistent with the requirements of Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 424(a) of the Code; provided further, that in the case of any Company Option Consideration with any remaining amount reducing the Stock Merger Consideration portion to which Section 409A of the Option ConsiderationCode applies as of the Effective Time, 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 value requirements of Section 409A of the stock portion for purposes Code in order to avoid the imposition of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8any additional taxes thereunder.

Company Options. (ia) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, and without any action on the part of any holder of an option to purchase Company Common Stock granted under the Company Option Plan (a "Company Option"), each Company Option that is then outstanding and unexercised shall, at the election of the holder thereof pursuant to Section 1.9(b), be cancelled and terminated either: (i) assumed by Purchaser and converted into an option to purchase Purchaser Common Stock (a "Substituted Option") on the right same terms and conditions as are in effect with respect to receive the Merger Consideration in respect Company Option immediately prior to the Effective Time, except that (A) each Substituted Option may be exercised solely for shares of Purchaser Common Stock, (B) the number of shares of Purchaser Common Stock subject to each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Substituted Option shall be settled in cash based on equal to the Cash Equivalent Consideration (such consideration being hereinafter referred number of shares of Company Common Stock subject to as the “assumed Company Option Consideration”). The holder of each Cancelled Option shall receive at immediately prior to the Effective Time from multiplied by the CompanyExchange Ratio, the product being rounded, if necessary, up or as soon as practicable thereafter down to the nearest whole share, and (but C) the per share exercise price under each Substituted Option shall be equal to the per share exercise price of the assumed Company Option immediately prior to the Effective Time divided by the Exchange Ratio, the quotient being rounded, if necessary, up or down to the nearest cent; (ii) cancelled and all rights thereunder be extinguished ("Cancelled Option"), in no even later than the Company’s first full payroll consideration for which Company shall make payment immediately after the Effective TimeTime in an amount determined by multiplying (A) from the Surviving Companynumber of shares of Company Common Stock underlying such Company Option immediately prior to the Effective Time by (B) an amount equal to the excess (if any) of (x) the Per Share Cash Consideration, the Option Consideration. If over (y) the exercise price per share of any such Cancelled Option is equal Company Option; or (iii) assumed by Purchaser and converted into an option to or greater than the Merger Consideration, purchase Purchaser Common Stock as provided in Section 1.9(a)(i) with respect to a number of shares of Company Common Stock subject to such Company Option shall, designated by direction the holder thereof and cancelled in consideration for payment as provided in Section 1.9(a)(ii) with respect to the remaining shares of Parent Company Common Stock subject thereto. (which is hereby given pursuant b) In order for any holder of a Company Option to this Agreementhave his or her Company Options converted into a Substituted Option as set forth in Section 1.9(a)(i) or to receive cash in exchange for a Cancelled Option as set forth in Section 1.9(a)(ii) or to receive a Substituted Option and cash as set forth in Section 1.9(a)(iii), be cancelled without any payment being made in such holder shall have executed a written election with respect thereof. The payment of Option Consideration to such conversion or cancellation no later than three business days prior to the Effective Time, which written election shall be in such form as shall be prescribed by Company and reasonably satisfactory to Purchaser. No payment shall be made to a holder of a Cancelled Option shall be reduced by unless and until such holder has executed and delivered the foregoing written election. In the event any applicable tax withholding required under holder of a Company Option fails to make an election within the Ordinancetime frame set forth herein, the Code, any Applicable Law, a Valid Certificate Company Option held thereby shall automatically be converted at the Effective Time into an option to purchase Purchaser Common Stock in the amount and otherwise at the exercise price as set forth in calculated pursuant to Section 2.13 and Section 6.181.9(a)(i). The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.4

Company Options. Each Company Option outstanding as of the effective time of the Stock Split (i) At the “Split Effective Time”) will, each automatically and without any action on the part of any holder of such Company Option or beneficiary thereof, continue to be an option to purchase Company Ordinary Shares (or portion thereofeach a “Continuing Option”) that is outstanding subject to substantially the same terms and vested conditions as of were applicable to such Company Option immediately prior to before the Split Effective Time (or vests as a result including expiration date and exercise provisions), except that: (A) each Continuing Option shall be exercisable for that number of Company Ordinary Shares equal to the product (rounded down to the nearest whole Company Ordinary Share) of (1) the number of Company Shares subject to the Company Option immediately before the Split Effective Time multiplied by (2) the Split Factor; and (B) the per share exercise price for each Company Ordinary Share issuable upon exercise of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Continuing Option shall be settled in cash based on equal to the Cash Equivalent Consideration quotient obtained by dividing (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time1) from the Surviving Company, the Option Consideration. If the exercise price per share Company Share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option immediately before the Split Effective Time by (2) the Split Factor; provided, however, that the exercise price and the number of Company Ordinary Shares purchasable under each Continuing Option shall, by direction of Parent (which is hereby given pursuant to this Agreement)the extent applicable, be cancelled without determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any payment being made in respect thereof. The payment Company Option to which Section 422 of Option Consideration to the holder Code applies, the exercise price and the number of a Cancelled Company Ordinary Shares purchasable under such Continuing Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with the foregoing in a manner that satisfies the requirements of Section 2.8424(a) of the Code; and provided, further, that in the case of any Company Option to which Section 102 of the ITO applies, that the exercise price and the number of Company Ordinary Shares purchasable under each Continuing Option shall be determined in a manner consistent with the Incentive Equity Plan and in compliance with the requirements of the ITA.

Company Options. (i) At Separately from the Amalgamation but as of the Amalgamation Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Amalgamation Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by PubCo and converted into an option to purchase PubCo Shares (each, an “Assumed Option”) under the PubCo Equity Plans. Each Assumed Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately prior to the Amalgamation Effective Time (or vests as a result including expiration date, vesting conditions, and exercise provisions), except that (A) each Assumed Option shall be exercisable for that number of PubCo Shares equal to the product (rounded down to the nearest whole number) of (y) the number of Company Shares subject to such Company Option immediately prior to the Amalgamation Effective Time multiplied by (z) the Exchange Ratio; and (B) the per share exercise price for each PubCo Share issuable upon exercise of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Assumed Option shall be settled in cash based on equal to the Cash Equivalent Consideration quotient (such consideration being hereinafter referred rounded up to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter nearest whole cent) obtained by dividing (but in no even later than the Company’s first full payroll after the Effective Timey) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal Company Share subject to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration immediately prior to the holder Amalgamation Effective Time by (z) the Exchange Ratio; provided, however, that the exercise price and the number of a Cancelled PubCo Shares purchasable under each Assumed Option shall be reduced by determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any applicable tax withholding required under Company Option to which Section 422 of the OrdinanceCode applies, the Code, any Applicable Law, a Valid Certificate exercise price and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to the number of PubCo Shares purchasable under such Assumed Option shall be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with the foregoing in a manner that satisfies the requirements of Section 2.8424(a) of the Code.

Company Options. At the Effective Time, each option to purchase Company Shares (each, a “Company Option”) that is outstanding and unvested as of the Effective Time (after application of any vesting acceleration provisions set forth in the terms of such Company Option) (each such Company Option, an “Unvested Company Option”), shall, automatically and without any required action on the part of the holder thereof, be converted into a cash-settled stock appreciation right relating to the number of Parent Shares (rounded down to the nearest whole number) equal to (i) At the number of Company Shares subject to the Unvested Company Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at a base price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Company Share of such Company Option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio. Except as specifically provided above, following the Effective Time, each Unvested Company Option shall continue to be governed by substantially the same terms and conditions (including the terms set forth on Section 4.5 of the Company Disclosure Letter) as were applicable to such Unvested Company Option immediately prior to the Effective Time; provided that the base price and number of Parent Shares subject to this provision shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code; and further provided that, for clarification, such stock appreciation right shall be settled solely in cash. Immediately prior to the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of the Effective Time (taking into account the application of any vesting acceleration provisions set forth in the terms of such Company Option) shall, automatically and without any required action on the part of the holder thereof, be cancelled in exchange for the right to receive an amount, solely in cash (without interest and less applicable withholdings in accordance with Section 4.6), equal to the number of Company Shares subject to such Company Option as of immediately prior to the Effective Time (or vests as a result multiplied by the excess, if any, of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Equity Award Cash-Out Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If over the exercise price per share of any such Cancelled Option is equal to or greater Company Option. Such cash payment shall be paid as soon as reasonably practicable after the Effective Time (but in no event later than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion end of the Option Consideration with any remaining amount reducing first regular payroll period commencing immediately following the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Effective Time).

Company Options. (i) At As of the Effective Time, each outstanding stock option (an "Option") to purchase shares of Common Stock, including without limitation those granted under the Company's 1986 Stock Option Plan, 1997 Stock Option Plan and Non-Employee Directors' Stock Option Plan, each as amended to the date of this Agreement (collectively, the "Company Stock Option (or portion thereof) that is outstanding Plans"), shall be converted into an option to acquire Acquiror Shares, as provided in this Section. Following the Effective Time, each Option shall continue to have, and vested as shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (or vests as a result including, in the case of each Option granted under the Company Stock Option Plans, the terms and conditions of the consummation Company Stock Option Plans), except that (A) each Option shall be exercisable for that number of Acquiror Shares equal to the product of (1) the aggregate number of shares of Common Stock for which such Option was exercisable multiplied by (2) the Exchange Ratio, provided, however, that no Option shall be exercisable for a fractional Acquiror Share, and the holder of an Option exercisable for a fractional Acquiror Share shall be entitled to receive, upon exercise thereof, an offset against the aggregate exercise price of the transactions contemplated hereby) (eachOption being exercised therewith, such offset to be determined by multiplying the fraction of a “Cancelled Option”) shall, by virtue Acquiror Share to which a holder of an Option would be entitled to receive times the excess of the Merger, be cancelled and terminated and converted into closing price of the right to receive Acquiror Share as reported on the Merger Consideration in respect NYSE on the date of each Net Share covered by exercise over the exercise price of such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individualB) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Acquiror Shares issuable pursuant to each Option is shall be equal to the aggregate exercise price of such Option at the Effective Time divided by the number of shares of Acquiror Shares for which such Option shall be exercisable as determined in accordance with the preceding clause (A), rounded to the next highest whole cent, if necessary; and (C) each outstanding Option shall accelerate and be exercisable, if not vested and exercisable at such time to the extent, and only to the extent, provided in Schedule 2.3. Except as set forth herein, the assumption and substitution of options as provided herein shall not give the holders of such options additional benefits or greater than additional vesting rights which they did not have immediately prior to the Merger ConsiderationEffective Time or relieve the holders of any obligations or restrictions applicable to their options or the shares obtainable upon exercise of the options. The adjustment provided herein with respect to any Options that are "incentive stock options" as defined in the Internal Revenue Code of 1986, as amended (the "Code") shall be and is intended to be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under of the Code. The Company Stock Option Plans shall be assumed by Acquiror with respect to all outstanding Options, and no further options shall be granted under the Company Stock Option Plans after the Effective Time. Acquiror shall (i) file one or more registration statements on Form S-8 (or amend existing registration statements on Form S-8) to become effective as soon as practicable after the Effective Time with respect to the Acquiror Shares subject to Options granted under the Company Stock Option Plans; (ii) use all reasonable efforts to maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding; and (iii) promptly prepare and submit to the NYSE applications covering the Acquiror Shares subject to such Options and use commercially reasonable efforts to cause such securities to be approved for listing on or prior to the Effective Time, subject to official notice of issuance. Acquiror shall, by direction on behalf of Parent (which is hereby given pursuant Merger Sub, take such other actions as are reasonably necessary to revise and adjust each Option as provided in this Agreement)Section, be cancelled without any payment being made in respect thereof. The payment of Option Consideration to including providing the holder of each Option as soon as practicable after the Effective Time with an appropriate option agreement or amendment to existing option agreement. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a Cancelled sufficient number of Acquiror Shares for delivery upon the exercise of Options. To the extent that the provisions of this Section 2.3(a) require amendments to the Company Stock Option shall be reduced by any applicable tax withholding required under the OrdinancePlans, the Code, any Applicable Law, a Valid Certificate and otherwise Company shall take all actions necessary to make such amendments to allow for the treatment of Options as set forth provided for in this Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.82.3(a).

Company Options. (i) At As of the Effective Time, each Company outstanding Option (as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided in this Section 2.3(a). The term "Option" shall mean any option to purchase or portion thereof) that is outstanding acquire shares of Company Common Stock granted under the Company's 1996 Stock Incentive Plan and vested 1997 Stock Incentive Plan, as amended (the "Company Stock Option Plans"). Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (including, in the case of each Option granted under the Company Stock Option Plans, the terms and conditions of the Company Stock Option Plans under which such Option was granted), except that: (i) each Option (as converted pursuant to this Section 2.3(a)) shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time, multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a)) and the holder of any Option (as converted pursuant to this Section 2.3(a)) granted under the Company Stock Option Plans otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in such amount to which such holder would otherwise be entitled as determined pursuant to the provisions of the Company Stock Option Plans and the agreement under which such Option was granted (provided that all references in such Company Stock Option Plans and such agreement to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock); and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option (as converted pursuant to this Section 2.3(a)) shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. The assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or vests additional (or accelerated) vesting rights that they did not have immediately prior to the Effective Time or relieve the holders of such Options from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a result manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The duration and other terms of the converted options provided for in this Section 2.3(a) shall be the same as the Options except that all references to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action necessary to reserve for issuance, at all times any converted options provided for in this Section 2.3(a) are outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such converted Options. The Company will take such action as shall be reasonably necessary (including but not limited to obtaining waivers from holders of Options) so that each Option that was unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable Company Stock Option Plans immediately prior to the Effective Time shall continue to be subject to such vesting, repurchase, forfeiture or other conditions with respect to the Acquiror Common Stock that may be issuable with respect thereto after the occurrence of the Effective Time or the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At Effective as of the Effective TimeDate, all outstanding options (each a "Company Option" and, collectively, the "Company Options") to purchase Company Common Stock held by employees of the Company, whether or not such options are then exercisable, shall be assumed by Parent and shall be exercisable upon the same terms and conditions as under the applicable option and the Company stock option or stock incentive plan, except that each such option shall be exercisable for a whole number of shares of Parent Stock equal to (a) the number of shares of Company Common Stock subject to the Company Option, multiplied by (b) the Exchange Ratio (such product rounded down to the nearest whole number) (a "Replacement Option"), at an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Company Stock which were purchasable pursuant to such Company Option divided by (z) the number of full shares of Parent Stock subject to such Replacement Option in accordance with the foregoing. As is contemplated by the foregoing, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result defined in Section 422 of the consummation Code) shall be adjusted in accordance with the requirements of Section 424 of the transactions contemplated hereby) Code. The Company reserves the right to amend any of the 1997 Stock Incentive Plan of the Company, the 1995 Stock Incentive Plan of the Company or the 1991 Stock Option Plan of the Company (each, a “Cancelled Option”"Stock Plan" and collectively, the "Stock Plans") shall, by virtue to provide for accelerated vesting of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder employees of each Cancelled Option shall receive at the Effective Time from the Company, whether or as soon as practicable thereafter not exercisable, upon (but in no even later than i) termination by the Company’s first full payroll Company without cause; (ii) termination with good reason by the holder; (iii) retirement after the Effective Timeage 62 or (iv) from the Surviving Company, the Option Consideration. If the exercise price per share termination by reason of death or disability and further to provide that if any such Cancelled Option is equal event shall occur then the holder shall have 90 days following termination, retirement, death or disability in which to exercise such options. Any such amendment or greater than modification of a Stock Plan by the Merger Consideration, such Company Option shall, by direction shall not give rise to a covenant default under Section 5.2 of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At the Effective Time, each Each Company Option (or portion thereof) that is outstanding and vested unvested as of immediately prior to the Effective Time (or vests as a result of shall be accelerated and become fully vested. At the consummation of the transactions contemplated hereby) (eachEffective Time, a “Cancelled Option”) each such then unexercised and outstanding Company Vested Option shall, by virtue of the Merger, be immediately cancelled and terminated extinguished and converted into the right holder thereof shall be entitled to receive upon the Merger Consideration terms and subject to the conditions set forth in respect of each Net Share covered by such Cancelled Option; except thatthis Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X, in lieu consideration of such cancellation, for each share of Company Common Stock as to which such Company Vested Option is vested (including accelerated vesting pursuant to the Merger Considerationpreceding sentence), any fractional Net Share an amount (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Company Vested Option Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Option Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after At the Effective Time) from , all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the Surviving Companyrights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Company Vested Option Consideration. If To the exercise price per share of extent permissible by applicable Legal Requirements, any such Cancelled Option is equal to ambiguities will be interpreted so that the payments contemplated under this Section 2.6 are exempt from or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. comply with Code Section 409A. The payment of Option Consideration to the holder of a Cancelled Option foregoing amounts shall be reduced by any applicable tax income or employment or other Tax withholding required under the OrdinanceCode or any provision of applicable state, local or foreign Tax Legal Requirements. To the Codeextent that amounts are so withheld, any Applicable Lawsuch withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Company Vested Options. Each Company Option (or portions thereof) that are unvested, a Valid Certificate unaccelerated and otherwise outstanding immediately prior to the Effective time, if any, will, as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option ConsiderationEffective Time, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee automatically be cancelled and extinguished and no consideration will be delivered in accordance with Section 2.8exchange therefor.

Company Options. (i) At On the terms and subject to the conditions set forth in this Agreement, effective as of the Effective Time, each vested Company Option (or portion thereof) that is outstanding and vested unexercised as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the First Merger, be immediately cancelled and terminated extinguished and shall be converted automatically into the right to receive a cash payment, less any required withholding as contemplated by Section 1.12 below and subject to the Merger Consideration terms set forth in respect this Section 1.8(b) and throughout this Agreement, equal to (A) (1) the product of each Net Share covered (x) the number of shares of Company Common Stock subject to such Company Option that are vested and exercisable immediately prior to the Effective Time multiplied by such Cancelled Option; except that(y) the excess, in lieu if any, of the Merger ConsiderationPer Share Aggregate Consideration over the applicable per share exercise price of such vested Company Option, minus (2) the sum of the Per Share Expense Fund Amount and the Per Share Holdback Cash (each such payment, a “Closing Option Payment”, and all such payments, the “Closing Option Payments”) and (B) the contingent right to the Per Share Expense Fund Amount and the Per Share Holdback Cash to the extent such amounts become distributable to contributing Company Equityholders in accordance with, and subject to, the terms and conditions of this Agreement (any fractional Net Share payments made under this clause (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on B), together with the Cash Equivalent Consideration (such consideration being hereinafter referred to as Closing Option Payments, the “Option ConsiderationPayments”). The ; provided, that no Option Payments shall made with respect to a vested Company Option until Acquiror has received an Optionholder Release Agreement executed by the holder of such vested Company Option. Notwithstanding the foregoing, each Cancelled Company Option shall receive at that is either (x) unvested as of the Effective Time from the Companyor (y) outstanding and unexercised, whether or not vested, as soon as practicable thereafter (but in no even later than the Company’s first full payroll after of the Effective Time) from the Surviving Company, the Option Consideration. If the Time with a per share exercise price per share of any such Cancelled Option that is equal to or greater than the Merger Per Share Aggregate Consideration, will, in each case, as of the Effective Time, be canceled without the payment of any consideration therefor. (ii) Acquiror or the Surviving Entity shall pay to each holder of a vested Company Option, in exchange therefor, the Option Payments in respect of such vested Company Option shallOption, by direction in the form of Parent (which is hereby given cash, pursuant to this AgreementSection 1.8(b). Any Closing Option Payment to be made by the Acquiror or Surviving Entity to any former Company Optionholder pursuant to this Section 1.8(b) shall be made (A) for all such persons who are current or former employees of the Company, through payroll and (B) for all other such persons, by the Exchange Agent, in each case as promptly as reasonably practicable following the Closing Date (subject to receipt of an executed Optionholder Release Agreement and, in the case of clause (B), be cancelled without a properly completed and executed IRS Form W-8 or W-9 (and any payment being made in respect thereofrequired attachments thereto)). The payment of Option Consideration (iii) Prior to the Effective Time, and subject to the review and reasonable comment by Acquiror, the Company shall take all actions reasonably necessary to effect the transactions contemplated by this Section 1.8(b) under the Company Stock Plan, all Company Option agreements, or any other plan or arrangement of the Company, and any applicable Legal Requirements, including, to the extent reasonably necessary, adopting all resolutions, giving all notices, obtaining consents from each holder of a Cancelled Option shall be reduced by such Company Options and taking any applicable tax withholding required under other actions which are reasonably necessary to effectuate this Section 1.8(b). At the OrdinanceEffective Time, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required Company agrees to be withheld from effect the Option Consideration shall reduce first the Cash Merger Consideration portion termination of the Option Consideration with any remaining amount reducing Company Stock Plan, subject to the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Pricereview and reasonable comment by Acquiror. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.(c)

Company Options. (ia) At Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock granted under any of the Company Option Plans or otherwise (each, a "Company Option"), whether or not exercisable or vested, shall be converted into an option to purchase Parent Common Stock (each, a "New Parent Option"), on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in, or portion thereof) that is outstanding required or permitted by, the Company Option Plans, any award agreement or other agreement set forth on the Company Disclosure Letter or such option grant by reason of this Agreement and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Each New Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced exercisable for a number of shares of Parent Common Stock equal to (i) the number of shares of Company Common Stock subject to the Company Option to which such New Parent option relates, multiplied by (ii) the Option Exchange Ratio, rounded to the nearest share. The per share exercise price of each New Parent Option shall equal (A) the per share exercise price of the Company Option to which such New Parent Option relates, divided by (B) the Option Exchange Ratio, rounded to the nearest one-hundredth of a cent. For this purpose, the "Option Exchange Ratio" shall be equal to a fraction, the numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date, and the denominator of which is the closing price of a share of Parent Common Stock quoted on the New York Stock Exchange (the "NYSE") on the Closing Date; provided, however, that in the case of any applicable tax withholding required Company Option to which Section 421 of the Code as of the REIT Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under the Ordinance, Section 422 of the Code, any Applicable Lawthe exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a Valid Certificate and otherwise as set forth in manner consistent with the requirements of Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 424(a) of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. (i) At Following the Effective TimeShare Split, each Company Option (or portion thereof) that is outstanding will be subject to the same terms and vested conditions set forth in the Company Equity Plan and the corresponding option agreement for the Company Options, including, without limitation, vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time Share Split; provided that each Company Option shall: (or vests as a result of the consummation of the transactions contemplated herebyi) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into have the right to receive acquire a number of Company Class B Ordinary Shares equal to (as rounded down to the Merger Consideration in respect nearest whole number) the product of each Net (A) the number of Company Ordinary Shares which the Company Option had the right to acquire immediately prior to the Share covered Split, multiplied by such Cancelled Option(B) the Exchange Ratio; except that, in lieu and (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individualA) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of the Company Option (in U.S. Dollars) immediately prior to the Share Split, divided by (B) the Exchange Ratio. Notwithstanding the foregoing, in all cases, the exercise price and the number of Company Class B Ordinary Shares purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, that in the case of any such Cancelled Company Option is equal to or greater than which Section 422 of the Merger ConsiderationCode applies, the exercise price and the number of Company Class B Ordinary Shares purchasable pursuant to such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option Options shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 2.8424(a) of the Code. The Company shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Options remain outstanding, a sufficient number of Company Class B Ordinary Shares for delivery upon the exercise of such Company Option. From and after the Closing, the Company shall not issue any new awards under the Company Equity Plan.

Company Options. (i) At the Effective Time, each Each Company Option (whether vested or portion thereofunvested) that is unexpired, unexercised and outstanding and vested as of immediately prior to the Effective Time (shall be cancelled and extinguished, and no such Company Option shall be substituted with any equivalent option or vests as a result right to purchase or otherwise acquire any Acquirer Common Stock or other Equity Interests of Acquirer. Upon cancellation thereof, each such Company Option that has an exercise price less than the consummation of the transactions contemplated hereby) Per Share Closing Total Value (each, a an “Cancelled In-the-Money Company Option”) shall, by virtue of the Merger, shall be cancelled and terminated and automatically converted into the right to receive, subject to and in accordance with Section 1.4, (A) the Option Consideration plus (B) in the event any Earnout Payment becomes due pursuant to Section 1.7, the Per Share Earnout Payment. Each Company Option that is not an In-the-Money Company Option shall be cancelled and extinguished without consideration and without any present or future right to receive any portion of the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereofEarnout Payment. The payment of the Option Consideration to the any holder of a Cancelled Option Employee Options shall be reduced by paid at such time(s) provided in this Agreement to the Surviving Corporation for further payment to the holders of Employee Options through the Surviving Corporation’s payroll processing system net of applicable Tax withholding and deductions pursuant to Section 1.9, and in respect of Non-Employee Options, shall be paid to the Exchange Agent for further payment to the holders of Non-Employee Options, provided that, as a condition to payment of any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, amount owed to a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of Non-Employee Options in respect of Non-Employee Options, each Cancelled Option that is such holder of Non-Employee Options must have first delivered to the Exchange Agent a Company 102 Option properly completed IRS Form W-9, or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8appropriate version of IRS Form W-8, if applicable.

Company Options. (i) At Effective as of the Effective Time, each (a) Parent shall assume the Company Option (or portion thereof) Plan and each unvested Company Option that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the that provides for an exercise price per share that is less than the Per Share Common Merger Consideration together with the option agreement representing each such Company Option (each, an “Assumed Company Option”) and (b) each Company Option that is outstanding as of any such Cancelled Option the Effective Time that is vested but has not been exercised in accordance with its terms as of the Effective Time or that provides for an exercise price per share that is equal to or greater than the Per Share Common Merger Consideration, Consideration shall be canceled without any payment therefor. Each Assumed Company Option shall thereafter be exercisable for such number of shares of Parent Common Stock as equals the number of shares of Company Common Stock subject to such Company Option shall, multiplied by direction of Parent the Option Exchange Ratio (which is hereby given pursuant rounded down to this Agreementthe nearest whole number), be cancelled without any payment being made in respect thereof. The payment exercise price per share of Option Consideration to the holder of a Cancelled each such Assumed Company Option shall be reduced by any applicable tax withholding required under equal to the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as exercise price per share set forth in Section 2.13 and Section 6.18the option agreement for such Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). The applicable taxes required Company and the administrator of the Company Option Plan (the “Administrator”) shall each use its commercially reasonable efforts to cause (i) the Company Option Plan and all Assumed Company Options to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based assumed by Parent on the Parent Average Trading Price. The terms and conditions set forth in this Section 6.13; (ii) each holder of an Assumed Company Option (other than the Key Transitional Employees and certain other specifically identified Employees who will be offered employment with Parent on a transitional basis) to execute an Option Reset Agreement in the form attached hereto as Exhibit E (“Option Reset Agreement”), and (iii) each Cancelled Company Option that is a not an Assumed Company 102 Option or and that is otherwise has not been exercised as of the Effective Time to be terminated effective as of the Effective Time. Each such Assumed Company Option shall be and become exercisable only as provided in the applicable Option Reset Agreement, other than the Assumed Company Options held by Key Transitional Employees and certain other specifically identified Employees who will be offered employment with Parent on a transitional basis which shall continue to be governed by the 102 Trustee option agreements to which they are subject as of the Closing Date, except for the adjustments specifically contemplated by this Section 6.13. The holders of Company Options have been or will be properly given, or shall receive have properly waived, any required notice prior to the Merger. The Company and the Administrator shall also cause the Company Option Consideration through Plan to be amended such that, after the 102 Trustee Effective Time, (x) no further option grants may be made under the Company Option Plan, and (y) outstanding Company Options cannot be repriced. Parent shall take all corporation action necessary to reserve for issuance under the Company Option Plan a sufficient number of shares of Parent Common Stock for delivery upon exercise of the Assumed Company Options. Promptly after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor form) or another appropriate form with respect to the shares of Parent Common Stock subject to the Assumed Company Options and shall use commercially reasonable efforts at least equivalent to those used in accordance with Section 2.8maintaining the effectiveness of Parent’s other registration statements on Form S-8 to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Assumed Company Options remain outstanding.

Company Options. (i) At As of the Effective Time, notwithstanding anything to the contrary in any Company Stock Plan or in any individual award agreement, by virtue of the Merger and without any action on the part of the holders thereof, each option to purchase shares of Company Option (or portion thereof) Common Stock granted under the Company Stock Plans that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of collectively, the consummation of the transactions contemplated hereby) (each, a “Cancelled OptionCompany Options”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on converted into an option to purchase the Cash Equivalent Consideration (number of whole shares of Parent Voting Common Stock that is equal to the number of shares of Company Common Stock subject to such consideration being hereinafter referred Company Option immediately prior to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, multiplied by the Option Consideration. If Exchange Ratio (rounded down to the nearest whole share), at an exercise price per share of any such Cancelled Option is Parent Voting Common Stock (rounded up to the nearest whole xxxxx) equal to or greater than the Merger Consideration, exercise price for each such share of Company Common Stock subject to such Company Option shallimmediately prior to the Effective Time divided by the Option Exchange Ratio, by direction and otherwise on substantially similar, in the aggregate, terms and conditions (including with respect to vesting) as applied to each such Company Option immediately prior to the Effective Time; provided, it shall be understood that Parent may convert the Company Options into options issued pursuant to an existing employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) to which Parent or any Subsidiary of Parent or any of their respective ERISA Affiliates (which as hereinafter defined) is hereby given pursuant to a party (a “Parent Benefit Plan”), so long as such conversion satisfies the requirements of this Section 1.8(a) (excluding this proviso) and does not materially and adversely affect the holders of the Company Options taken as a whole. For purposes of this Agreement), the “Option Exchange Ratio” shall be cancelled without any payment being made in respect thereof. The payment of Option Consideration the fraction having a numerator equal to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Per Share Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on Value and having a denominator equal to the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Share Value.

Company Options. (ia) At No fewer than five (5) days prior to the Closing Date, the Company shall have caused all outstanding and unexercised options to purchase shares of the Company Common Stock granted under the Company Stock Plan (each, a “Company Option”) to have accelerated so as to be fully vested and exercisable (the “Acceleration”). Upon such Acceleration, the Company shall have caused each holder of Company Options to have exercised such Company Options (the “Mandatory Exercise”) by the Company’s administration of a cashless exercise program, such that, prior to the Effective Time, each holder of Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as Options becomes a result holder of the consummation applicable number of shares of Company Common Stock in accordance with the transactions contemplated herebyCompany Stock Plan; provided, that each holder of Company Options that chooses a cashless exercise shall exercise such Company Options as follows: (i) the Company shall offset against the exercise a number of Company Common Stock which, when valued at Fair Market Value (each, a “Cancelled Option”as defined in the Company Stock Plan) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder date of each Cancelled Option shall receive at the Effective Time from the Companyexercise, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If equals the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shallOptions, by direction of Parent and (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to ii) the holder of a Cancelled Option Company shall be reduced by any applicable tax withholding required under withhold from the Ordinance, the Code, any Applicable LawCompany Common Stock issued upon such exercise, a Valid Certificate and otherwise number of shares of Company Common Stock which, when valued at Fair Market Value (as set forth defined in Section 2.13 and Section 6.18. The applicable taxes the Company Stock Plan) on the date of exercise, equals the total tax obligations required to be withheld from or paid pursuant to any Federal, State or local tax or revenue laws or regulations, as may be determined by the Option Consideration shall reduce first Company. A holder of Company Options may also exercise its Company Options by means of payment of cash to the Cash Merger Consideration portion of Company, in which case, the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes exercise of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee Options shall receive the Option Consideration through the 102 Trustee be administered in accordance with the Company Stock Plan, including with respect to any applicable withholding. In each case of a cashless or cash exercise pursuant to this Section 2.83.2, the Company shall deliver a schedule (the “Company Option Proposed Schedule”) of its proposed calculations (broken out by Company Option holder) to Buyer at least five (5) Business Days prior to the Mandatory Exercise, and Buyer shall have the right to review and approve the number of shares of Company Common Stock issued to each such holder of Company Options (as so approved, the “Company Option Final Schedule”).

Company Options. (i) At As of the Effective Time, each Company outstanding Option (as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided in this Section 2.3(a). The term "Option" shall mean any option to purchase or portion thereof) that is outstanding acquire shares of Company Common Stock granted under the Company's 1997 Stock Option Plan or 1998 Stock Option Plan, each as amended (collectively, the "Company Stock Option Plans"), and vested as any option to acquire or purchase shares of Company Common Stock granted in connection with the March 1999 Financing. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (or vests as a result including, in the case of each Option granted under either of the consummation Company Stock Option Plans, the terms and conditions of the transactions contemplated hereby) (eachCompany Stock Option Plan under which such Option was granted, a “Cancelled Option”) shalland, by virtue in the case of each Option granted in connection with the March 1999 Financing, the terms and conditions of the MergerMarch 1999 Financing), be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share : (after aggregating all shares represented by all Cancelled Options held by such individuali) each Option (as converted pursuant to this Section 2.3(a)) shall be settled in cash based on exercisable for that number of whole shares of Acquiror Common Stock equal to the Cash Equivalent Consideration product of (A) the aggregate number of shares of Company Common Stock for which such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive was exercisable at the Effective Time from Time, multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a)) and (1) the holder of any Option (as converted pursuant to this Section 2.3(a)) granted under either of the Company Stock Option Plans otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in such amount to which such holder would otherwise be entitled as determined pursuant to the provisions of the applicable Company Stock Option Plan and the agreement under which such Option was granted (provided that all references in such Company Stock Option Plan and such agreement to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock), or and (2) the holder of any Option (as soon converted pursuant to this Section 2.3(a)) granted in connection with the March 1999 Financing otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equal to the product of (x) such fractional part of a share of Acquiror Common Stock to which the holder would otherwise be entitled multiplied by (y) the closing price per share of Acquiror Common Stock as practicable thereafter reported on Nasdaq on the date of exercise of such Option (but in no even later than the Company’s first full payroll after the Effective Timeas converted pursuant to this Section 2.3(a)); and (ii) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Acquiror Common Stock issuable pursuant to each Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given as converted pursuant to this AgreementSection 2.3(a)) shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, be cancelled without any payment being made in respect thereofrounded to the nearest whole cent. The payment assumption and substitution of Option Consideration Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have immediately prior to the holder Effective Time or relieve the holders of a Cancelled Option such Options from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be reduced by any applicable tax withholding required and is intended to be, effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under the Ordinance, Section 424(a) of the Code. Each Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under such Company Stock Option Plan as of the Effective Time, provided, however, that no further options to purchase or acquire shares of Company Common Stock or other awards or rights shall be granted under either of the Company Stock Option Plans after the Effective Time. The duration and other terms of the converted options provided for in this Section 2.3(a) shall be the same as the Options except that all references to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action reasonably necessary to reserve for issuance, at all times any Applicable Lawconverted options provided for in this Section 2.3(a) are outstanding, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from sufficient number of shares of Acquiror Common Stock for delivery upon the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes exercise of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8converted options.

Company Options. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of any Party, the Company Stock Plans shall be assumed by the SPAC. At the Effective Time, each Company Option shall, by virtue of the Merger and without any further action on the part of any Party or the holder thereof, (i) whether such Company Option is vested or portion thereofunvested, be assumed by SPAC and become, as of the Effective Time, an option (an “Assumed Option”) to purchase, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Option immediately prior to the Effective Time, shares of SPAC Class A Common Stock, except that is outstanding (A) the number of shares of SPAC Class A Common Stock subject to such Assumed Option shall equal the product of (x) the number of shares of Company Common Stock that were subject to such Company Option 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 shall equal the quotient of (1) the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent and (ii) solely in the case of Company Options that are vested as of immediately prior to the Effective Time (or vests as a result after taking into consideration any acceleration required by the terms of the consummation Assumed Option in effect as of the transactions contemplated hereby) (eachdate of this Agreement), a “Cancelled Option”) shall, by virtue of have the Merger, be cancelled and terminated and converted into the contingent right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee Earnout Shares in accordance with Section 2.83.05; provided that each Company Option (A) which is an “incentive stock option” (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code and (B) shall be adjusted in a manner that complies with Section 409A of the Code.

Company Options. (i) At As of the Effective Time, each Company outstanding --------------- Option (as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided in this Section 2.3(a). The term "Option" -------------- ------ shall mean any option to purchase or portion thereof) that is outstanding acquire shares of Company Common Stock granted under the Company's 1997 Stock Option Plan or 1998 Stock Option Plan, each as amended (collectively, the "Company Stock Option Plans"), and vested as any option -------------------------- to acquire or purchase shares of Company Common Stock granted in connection with the March 1999 Financing. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (or vests as a result including, in the case of each Option granted under either of the consummation Company Stock Option Plans, the terms and conditions of the transactions contemplated hereby) (eachCompany Stock Option Plan under which such Option was granted, a “Cancelled Option”) shalland, by virtue in the case of each Option granted in connection with the March 1999 Financing, the terms and conditions of the MergerMarch 1999 Financing), be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share : (after aggregating all shares represented by all Cancelled Options held by such individuali) each Option (as converted pursuant to this Section 2.3(a)) shall be settled in cash based on exercisable for that number of whole shares of -------------- Acquiror Common Stock equal to the Cash Equivalent Consideration product of (A) the aggregate number of shares of Company Common Stock for which such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive was exercisable at the Effective Time from Time, multiplied by (B) the Exchange Ratio, provided, however, that no -------- ------- fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a)) and (1) the holder of -------------- any Option (as converted pursuant to this Section 2.3(a)) granted under either -------------- of the Company Stock Option Plans otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in such amount to which such holder would otherwise be entitled as determined pursuant to the provisions of the applicable Company Stock Option Plan and the agreement under which such Option was granted (provided that all references in such Company Stock Option Plan and such agreement to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock), or and (2) the holder of any Option (as soon converted pursuant to this Section 2.3(a)) granted -------------- in connection with the March 1999 Financing otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equal to the product of (x) such fractional part of a share of Acquiror Common Stock to which the holder would otherwise be entitled multiplied by (y) the closing price per share of Acquiror Common Stock as practicable thereafter reported on Nasdaq on the date of exercise of such Option (but in no even later than the Company’s first full payroll after the Effective Timeas converted pursuant to this Section 2.3(a)); and (ii) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Acquiror Common Stock -------------- issuable pursuant to each Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given as converted pursuant to this AgreementSection 2.3(a)) -------------- shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, be cancelled without any payment being made in respect thereofrounded to the nearest whole cent. The payment assumption and substitution of Option Consideration Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have immediately prior to the holder Effective Time or relieve the holders of a Cancelled Option such Options from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be reduced by any applicable tax withholding required and is intended to be, effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under the Ordinance, Section 424(a) of the Code. Each Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under such Company Stock Option Plan as of the Effective Time, provided, however, that no further options to purchase or acquire shares of Company Common Stock or other awards or rights shall be granted under either of the Company Stock Option Plans after the Effective Time. The duration and other terms of the converted options provided for in this Section 2.3(a) shall be the same as the Options except that all -------------- references to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action reasonably necessary to reserve for issuance, at all times any Applicable Lawconverted options provided for in this Section 2.3(a) are -------------- outstanding, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from sufficient number of shares of Acquiror Common Stock for delivery upon the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes exercise of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8converted options.

Company Options. Immediately prior to the Effective Time and in accordance with the existing terms of the Company Stock Plans, (i) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or including any Company Option that vests as a of or immediately prior to the Effective Time pursuant to an MRA, as the result of the consummation holder’s qualifying termination of employment prior to the transactions contemplated herebyEffective Time) (each, a “Cancelled Vested Company Option”) shallwill, by virtue without any action on the part of Parent, Merger Sub, the MergerCompany or the holder thereof, automatically be cancelled and terminated converted into the right to receive an amount in cash, without interest, equal to (A) the amount of the Per Share Price (less the exercise price per share attributable to such Vested Company Option), multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Vested Company Option (the “Vested Option Consideration”), which Vested Option Consideration will be paid, less applicable withholding for all required Taxes, in accordance with Section 3.8(d); (ii) each outstanding Company Option (or portion thereof) that is not a Vested Company Option or an MRA Award will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, vest with respect to an additional 25% of the total number of shares of Company Common Stock originally subject to such Company Option (provided that in no event will the vesting of a Company Option accelerate as to more than one hundred percent (100%) of such Company Option) (the “Accelerated Company Option”) and automatically be cancelled and converted into the right to receive the Vested Option Consideration, and any remaining unvested portion of such Company Option will be cancelled for no consideration, without any action on the part of Parent, Merger Consideration Sub, the Company or the holder thereof; and (iii) each outstanding Company Option (or portion thereof) that is an MRA Award and that is not a Vested Company Option (each, an “Unvested MRA Option”) will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be assumed and converted into the right to receive an amount in respect of each Net Share covered by such Cancelled Option; except thatcash, in lieu without interest, equal to (A) the amount of the Merger Consideration, any fractional Net Per Share Price (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If less the exercise price per share attributable to such Unvested MRA Option), multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Unvested MRA Option (the “Unvested MRA Option Consideration”), with payment of such Unvested MRA Option Consideration to be made less applicable withholding for all required Taxes. Each payment of Unvested MRA Option Consideration will continue to be governed by the same terms and conditions, including the vesting schedule applicable to such Unvested MRA Option as of immediately prior to the Effective Time and any applicable vesting acceleration provisions under the applicable holder’s MRA, except as modified by the following sentence, provided that Unvested MRA Option Consideration payments will be made on the last Business Day of the calendar quarter in which the Unvested MRA Option to which an Unvested MRA Option Consideration payment is attributable would have vested pursuant to the original vesting schedule. On the date that is one (1) year and one (1) day following the Effective Time (such Cancelled date, the “MRA Award Termination Date”), any Unvested MRA Option is equal Consideration that remains unvested as of the MRA Award Termination Date (and has not previously been forfeited) will immediately be forfeited for no consideration, except that if as of immediately prior to the MRA Award Termination Date, the MRA Award holder remains in service to the Surviving Corporation or greater than its Affiliates but has not received the Merger Consideration, amount of Unvested MRA Option Consideration that such MRA Award holder would have received had the vesting of the Company Option pursuant to which the related Unvested MRA Option was granted accelerated as of immediately prior to the Effective Time as to 25% of the total number of shares of Company Common Stock originally subject to such Company Option shall(or if, by direction less, the total number of Parent (which is hereby given pursuant to this Agreementshares of Company Common Stock that remained unvested as of the Effective Time), the portion of the Unvested MRA Option Consideration necessary to reach such amount shall vest and become payable immediately prior to the MRA Award Termination Date. For the avoidance of any doubt, if a holder of an Unvested MRA Option fails to vest in any portion of his or her Unvested MRA Option Consideration (including upon the MRA Award Termination Date), such amounts shall be retained by Parent and forfeited by such holder for no consideration. Notwithstanding anything to the contrary in the foregoing, any Company Option with respect to which the exercise price per share subject thereto is greater than or equal to the Per Share Price shall be cancelled for no consideration immediately prior to the Effective Time, without any payment being made in respect action on the part of Parent, Merger Sub, the Company or the holder thereof. The payment of From and after the Effective Time, no Vested Company Option, Accelerated Company Option Consideration to the holder of a Cancelled and/or Unvested MRA Option shall be reduced by any applicable tax withholding required under exercisable, and a Vested Company Option, Accelerated Company Option or Unvested MRA Option shall only entitle the Ordinanceholder thereof to the Vested Option Consideration or Unvested MRA Option Consideration, as applicable, provided in this Section 3.8(a). Each Unvested MRA Option Consideration payment hereunder is intended to be a separate “payment” for purposes of Section 409A of the Code and comply with or be exempt from Section 409A of the Code, and any Applicable Law, ambiguities hereunder will be interpreted in a Valid Certificate and otherwise as set forth in manner intended to maintain such exemption from or compliance with Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 409A of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. (i) At the Effective Time, (i) each Company Option outstanding vested option (or vested portion thereof) that is outstanding to purchase shares of Company Common Stock (a “Vested Company Option”), other than any Rollover Equity Awards, shall, automatically and vested without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Vested Company Option to receive (without interest), as soon as reasonably practicable after the Effective Time, but no later than three (3) Business Days after the Effective Time, an amount in cash equal to the product of (x) the total number of shares of Company Common Stock subject to such Vested Company Option immediately prior to the Effective Time multiplied by (or vests as a result y) the excess, if any, of the consummation of the transactions contemplated hereby(A) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share over (after aggregating all shares represented by all Cancelled Options held by such individualB) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any Company Common Stock of such Cancelled Option is equal to or greater than the Merger Consideration, such Vested Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any less applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes Taxes required to be withheld from with respect to such payment and (ii) each outstanding unvested option (or unvested portion thereof) to purchase shares of Company Common Stock (an “Unvested Company Option” and, together with the Vested Company Options, the “Company Options”) under the Stock Plans shall, automatically and without any action on the part of the holder thereof, be cancelled and shall only entitle the holder of such Unvested Company Option to receive an amount in cash, without interest (a “Company Option Deferred Cash Award”) equal to the product of (x) the total number of shares of Company Common Stock subject to such Unvested Company Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option less applicable Taxes required to be withheld with respect to such payment. Notwithstanding the foregoing, any Company Option which has an exercise price per share that is greater than or equal to the Merger Consideration shall reduce first be cancelled at the Effective Time for no consideration or payment. Except as specifically provided above, following the Effective Time, each such Company Option Deferred Cash Merger Consideration portion of Award will be subject to the same vesting schedule and other terms and conditions (other than with respect to exercise) applicable to the corresponding Unvested Company Option Consideration with any remaining amount reducing immediately prior to the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based Effective Time and be paid on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8applicable vesting date.

Company Options. (i) At the Effective Time, each all outstanding options to purchase shares of Company Common Stock (collectively, “Company Options”), including all Company Options granted under the Company’s 2001 Stock Plan (the “Company Plan”), shall be assumed by Acquirer and the Company’s repurchase right with respect to any unvested shares of Company Common Stock acquired upon the exercise of Company Options shall be assigned to Acquirer. Each Company Option so assumed by Acquirer shall be entitled, in accordance with the terms of such option, to purchase after the Effective Time that number of shares of Acquirer Common Stock determined by multiplying (or portion thereofa) that is outstanding and vested as the number of shares of Company Common Stock subject to such Company Option at the Effective Time by (b) the Common Conversion Number. After the Effective Time, the exercise price per share for each such assumed Company Option shall equal the exercise price per share of the Company Option immediately prior to the Effective Time divided by the Common Conversion Number. If the foregoing calculations result in an assumed Company Option being exercisable for a fraction of a share or a fraction of a cent, then the number of shares of Acquirer Common Stock subject to such option shall be rounded down to the nearest whole number and the exercise price of such option shall be rounded up to the nearest cent. In addition, upon due exercise of each Company Option so assumed by Acquirer in accordance with its terms, the holder thereof shall become entitled to receive with respect to each share of Acquirer Common Stock issued to such holder upon such exercise an amount in cash equal to the Cash Amount divided by the Common Conversion Number (rounded to the nearest whole cent), which amount shall be paid by Acquirer in one lump sum to such holder at the end of the fiscal quarter of Acquirer during which such option exercise occurred (or vests upon the date of termination of employment of such holder with the Company, if such event occurs earlier). No Company Options shall become vested or exercisable solely as a result of the consummation Merger. To the extent permitted by Applicable Law and otherwise consistent with the terms of this Agreement, the term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of the transactions contemplated hereby) (eachCode, a “Cancelled Option”) shallif applicable, by virtue and all other terms of the Merger, be cancelled and terminated and converted into the right assumed Company Options as in effect immediately prior to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as shall otherwise be unchanged. As soon as practicable thereafter (but in no even event later than the Company’s first full payroll ten days) after the Effective Time) from , Acquirer shall deliver to the Surviving Company, the Option Consideration. If the exercise price per share holders of any Company Options appropriate notices setting forth such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given holders’ rights pursuant to this Agreement), be cancelled without any payment being made the Company Plan and that the agreements evidencing such options shall continue in respect thereof. The payment of Option Consideration effect on the same terms and conditions (subject to the holder adjustments required by this Section 2.4 after giving effect to the Merger). At or before the Effective Time, Acquirer shall take all corporate action necessary to reserve for issuance a sufficient number of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion shares of the Option Consideration with any remaining amount reducing the Acquirer Common Stock Merger Consideration portion for delivery upon exercise of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee Options assumed in accordance with this Section 2.82.4. As soon as practicable (but in no event later than ten (10) days) after the Effective Time, Acquirer shall file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Acquirer Common Stock issuable pursuant to any Company Options assumed by Acquirer pursuant to Section 2.4 and shall maintain the effectiveness, to the extent permitted by the SEC Rules and Regulations, of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Company Options. (ia) At the Effective Time, each Company Option which is then outstanding, whether or not exercisable, shall become fully vested and exercisable, and shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and the Human Resources Committee of its Board of Directors shall be substituted for the Company (or portion thereofthe Company Bank) that is outstanding and vested as the committee of the Board of Directors of the Company or the Company Bank (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (or vests as a result of multiplied by the consummation of the transactions contemplated hereby) (eachExchange Ratio, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, provided that any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by of Parent Common Stock resulting from such individual) multiplication shall be settled in cash based on rounded down to the Cash Equivalent Consideration nearest share, and (such consideration being hereinafter referred to as iv) the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the per share exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, under each such Company Option shallshall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, by direction provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of Parent (the preceding sentence, each Company Option which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option an "incentive stock option" shall be reduced adjusted as required by any applicable tax withholding required under the Ordinance, Section 424 of the Code, any Applicable Lawand the regulations promulgated thereunder, so as not to constitute a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion modification, extension or renewal of the Option Consideration with any remaining amount reducing option within the Stock Merger Consideration portion meaning of Section 424(h) of the Option Consideration, with Code. Parent and the value Company agree to take all necessary steps to effect the foregoing provisions of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with this Section 2.83.09(a).

Company Options. (i) At the Effective Time, as a result of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the Company Holders, each Company Option, upon the terms and subject to the conditions set forth in this Section 1.9(a)(ii) and throughout this Agreement, including the holdback provisions set forth herein, shall be cancelled and extinguished and be converted automatically into the right to receive, upon execution and delivery by the applicable holder of such Company Option of an Option Cancellation Agreement with respect to such Company Option, in substantially the form attached hereto as Exhibit H (an “Option Cancellation Agreement”), an amount in cash per share then-exercisable thereunder equal to the difference between (a) the Company Per Share Amount and (b) the per-share exercise price associated with such Company Option (subject to any applicable withholding obligations), as set forth in the Consideration Spreadsheet; provided, however, that, to the extent the per-share exercise price associated with such Company Option exceeds the Company Per Share Amount, such Company Option shall be cancelled without the payment of any consideration. Prior to the Effective Time, the Company shall have taken all actions necessary to effectuate the treatment of Company Options pursuant to the terms of this Section 1.9(a)(ii), including to ensure that from and after the Effective Time neither Acquiror nor the Surviving Corporation shall be required to deliver any Company Capital Stock or portion thereofany consideration other than the Total Merger Consideration applicable to such Company Option set forth on the Consideration Spreadsheet to any Person pursuant to or in settlement of any Company Option. For purposes of calculating the amount to be paid to each Company Optionholder at the Effective Time, the amounts described in this Section 1.9(a)(ii) shall be calculated assuming that the Total Merger Consideration is outstanding equal to the Initial Merger Consideration, and vested shall be adjusted following the Closing as of set forth herein. The aggregate amount to be paid to a Company Optionholder for Company Options held immediately prior to the Effective Time (or vests as a result of shall be rounded down to the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled nearest whole cent and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (computed after aggregating cash amounts for all shares represented by all Cancelled Company Options held by each particular holder of Company Options. The aggregate amount of cash payable with respect to all such individualCompany Options under this Section 1.9(a)(ii) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter is referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At Each Company Option outstanding at the Effective Time shall be assumed by Parent, and from and after the Effective Time, (i) each outstanding Company Option shall entitle the holder thereof to acquire the number of shares of Parent Common Stock (or portion thereofrounded down to the nearest whole number) that is outstanding and vested as determined by multiplying (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (or vests as a result of the consummation of the transactions contemplated herebyB) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If Exchange Ratio and (ii) the exercise price per share of Parent Common Stock subject to such assumed Company Options at and after the Effective Time shall be an amount (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock subject to the Company Option prior to the Effective Time divided by (B) the Option Exchange Ratio. Other than as provided above and except as provided in the relevant Company Option agreement, each assumed Company Option shall be subject to the same vesting schedule (including acceleration provisions) and other terms and conditions for such Company Option as in effect immediately prior to the Effective Time. It is the intention of the parties that each assumed Company Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option at the Effective Time. The exercise price per share and the number of shares of Parent Common Stock purchasable pursuant to each assumed Company Option following the Effective Time as well as the terms and conditions of exercise of such option shall be determined in order to comply with Sections 424(a) and 409A of the Code. Prior to the Effective Time, the Company shall deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion), if any, to each holder of Company Options setting forth each holder's rights pursuant to the Company Plan, stating that such Company Options shall be treated in the manner set forth in this Section 1.6(b). In the event that the exercise price per share for any such Cancelled Company Option is equal to or greater than the Merger ConsiderationParticipation Amount, then such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced terminated by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise Company as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion Effective Time for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8no consideration.

Company Options. (i) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately Immediately prior to the Effective Time (or vests as a result but contingent upon the Closing of the consummation Merger, the vesting schedules of all outstanding, unexercised and unexpired Company Options shall be automatically accelerated such that all outstanding Company Options shall be fully vested and immediately exercisable. Holders of such Company Options who exercise them in accordance with their terms prior to the Effective Time, including payment to the Company of the transactions contemplated hereby) (eachexercise price thereof and payment to the Company the amount of any applicable withholding tax, a “Cancelled Option”) shallshall be deemed to hold the underlying shares of Company Common Stock as of the Effective Time and such shares of Company Common Stock shall be converted, by virtue of the MergerMerger and without any action on the part of the holders thereof, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect accordance with the provisions of Section 2.1 hereof. At the Effective Time, each Net Share covered outstanding Company Option (whether vested or unvested) shall be cancelled and converted into and represent the right to receive an amount of cash (without interest) and less any applicable withholding equal to the product obtained by multiplying (x) the number of shares of Company Common Stock issuable upon the exercise of such Cancelled Option; except that, in lieu Company Option by (y) the excess of the cash value per share of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If over the exercise price per share attributable to such Company Option, if any. Each Company Option outstanding and unexercised immediately prior to the Effective Time shall automatically be cancelled as of the Effective Time without any consideration payable in respect thereof except for the right to receive a cash amount per share to the extent, if any, that the cash value per share of the Closing Merger Shares plus the cash value per share of any such Cancelled Contingent Share Payments exceeds the per share exercise price of the Company Option is (the “Spread”) in which case the Company Optionholder would be entitled to receive an amount in cash (without interest) and less any applicable holdings, in an amount and pursuant to the terms of Section 2.1(f) of this Agreement. For illustrative purposes only, assume a Company Optionholder holds a Company Option with an exercise price of $1.00, and the cash value per share of the Closing Merger Shares plus the cash value per share of any Contingent Share Payments equals $1.10. Such Company Optionholder will receive a cash payment equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with A) $0.10 (the value of the stock portion for purposes Spread) multiplied by (B) the number of such deduction determined based on shares of Company Common Stock subject to the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Option.

Company Options. Each Company Option that is not an Excluded Option, whether subject to time-based vesting or performance-based vesting, vested or unvested, including any Company Option that has an exercise price per share that is equal to or greater than the Per Share Merger Consideration (i) At such option, an “Out-Of-The-Money Option”), that is unexpired, unexercised and outstanding immediately prior to the Effective TimeTime shall be assumed and converted by Acquirer into the right to receive the option to purchase, each on substantially the same terms and conditions as were applicable to such Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (provided that such terms shall, other than as otherwise agreed between the applicable Continuing Employee and Acquirer in any Reinvestment Agreement, take into effect any acceleration of vesting that occurs at or vests prior to the Effective Time or otherwise in connection with, or as a result of, the Transactions), that number of whole shares of Acquirer Common Stock equal to the consummation product (rounded down to the next whole number of shares of Acquirer Common Stock, with no cash being payable for any fractional share eliminated by such rounding) of (x) the transactions contemplated herebynumber of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (y) the Option Exchange Ratio (each, a an “Cancelled Assumed Option”), with the per share exercise price of such Assumed Option on a per Acquirer Common Stock share basis equal to, rounded up to the nearest cent, (A) the per share exercise price of such Company Option immediately prior to the Effective Time divided by (B) the Option Exchange Ratio. The Company shall, prior to the Closing, take or cause to be taken all actions within its power as may be reasonably required to effect the treatment of Company Options pursuant to this Section 1.3(a)(ii). Each Excluded Option, whether subject to time-based vesting or performance-based vesting, vested or unvested, that is unexpired, unexercised and outstanding at the Effective Time, by virtue of the MergerMerger and without any action on the part of Acquirer, Merger Sub, the Company or any holder thereof, shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from Time, and in exchange therefor, each holder of such Excluded Option shall be entitled to receive, in consideration of the Companycancellation of such Excluded Option: an amount in cash, or as soon as practicable thereafter without interest, equal to the product of (but in 1) the number of shares of Company Common Stock subject to such Excluded Option multiplied by (2) the excess, if any, of the Per Share Merger Consideration over the per share exercise price of such Excluded Option. For the avoidance of doubt, no even later than the Company’s first full payroll after holder of a Company Option that is an Assumed Option shall be entitled to any payment with respect to such Company Option at the Effective Time) from . At the Surviving CompanyEffective Time, the any Excluded Option Consideration. If the exercise price per share of any such Cancelled Option that is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled an Out-Of-The-Money Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration cancelled with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8no consideration therefor.

Company Options. (i) At Subject to Section 1.9, at the Effective Time, by virtue of the Merger and without any further action on the part of the Company or the Surviving Corporation, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time Time, whether or not vested, shall (or vests as a result of i) be accelerated and become vested in full, (ii) be canceled and extinguished, and (iii) shall thereafter entitle the consummation of the transactions contemplated hereby) holder thereof (each, a an “Cancelled OptionOptionholder”) shallto receive payment from the Surviving Corporation, in accordance with the terms and conditions of this Agreement of an amount in cash (without interest and subject to any applicable withholding or other Taxes required to be deducted by virtue applicable Law (collectively, the “Required Withholding Amount”)), with respect to each share underlying such Company Option, equal to the sum of (A) the MergerPer Share Residual Amount, minus any applicable per share exercise price per share (the aggregate of all such amounts payable to the Optionholders in respect of Company Options under this clause A, the “Closing Date Option Payments”), plus (B) the Per Share Adjustment Escrow Amount, plus (C) the Per Share Indemnity Escrow Amount, plus (D) the Per Share Expense Fund Amount, plus (E) the Per Share Earnout Payment Amount that may, if and when earned, be cancelled and terminated and converted into the right to receive the Merger Consideration payable hereunder in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, Optionholder. Any Closing Date Option Payment to be paid to any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Optionholder shall be settled in cash based deposited by or on behalf of Parent with the Cash Equivalent Consideration (Surviving Corporation for further payment to such consideration being hereinafter referred Optionholder, net of any Required Withholding Amount, which payment shall be made, subject to as receipt by the “Surviving Corporation of an Option Consideration”). The holder of each Cancelled Option shall receive at Surrender Agreement from such Optionholder, no later than the Surviving Corporation’s second next regularly scheduled payroll date following the Effective Time (or, with respect to Option Surrender Agreements received by the Surviving Corporation following the Effective Time, the Surviving Corporation’s second next regularly scheduled payroll date following such receipt). To the extent any Optionholder is entitled to receive payments from the CompanyAdjustment Escrow Funds, or the Indemnity Escrow Funds, the Equityholders’ Representative Expense Funds and/or in respect of any Earnout Payment, such payments shall be paid by Parent and/or the Surviving Corporation, net of any Required Withholding Amount, under the same terms and conditions as soon as practicable thereafter (but apply to payments to the other Equityholders in accordance with Treasury Regulation Section 1.409A-3(i)(5)(iv)(A); provided, however, that such payment shall be made no even later than the CompanySurviving Corporation’s first full second next regularly scheduled payroll after date following the Effective Timedate of payment to such other Equityholders (or, with respect to any Optionholder from whom the Surviving Corporation has not received an Option Surrender Agreement at such time, no later than the Surviving Corporation’s second next regularly scheduled payroll date following the receipt of such Option Surrender Agreement); provided, further, that, notwithstanding the foregoing, the obligation of Parent and/or the Surviving Corporation to make payments under this Section 1.7(a) in respect of any Adjustment Escrow Funds, Indemnity Escrow Funds or Equityholders’ Representative Expense Funds shall be subject in all cases to the receipt by Parent and/or the Surviving Corporation from the Surviving CompanyEscrow Agent or the Equityholders’ Representative, as applicable, of the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration applicable portion thereof payable to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Optionholders.

Company Options. (i) At the Effective Time, each Each Company Option (or portion thereof) that is issued and outstanding and vested as of immediately prior to the First Effective Time (or vests and then held by a Pre-Closing Holder who has been actively employed by the Company for at least 730 consecutive days as a result of the consummation First Effective Time shall accelerate and become fully vested as of the transactions contemplated hereby) First Effective Time in accordance with the terms of the Company Equity Plan. As of the First Effective Time, each Company Option, whether vested or unvested (eachafter taking into account any acceleration of vesting pursuant to the immediately preceding sentence), a “Cancelled Option”) that is outstanding immediately prior to the First Effective Time shall, by virtue of the Mergeroccurrence of the First Effective Time and without any action on the part of the Company, Acquiror or the Pre-Closing Holder thereof, be cancelled and terminated assumed and converted into an option (an “Acquiror Option”) with respect to a number of Acquiror Common Shares equal to the right number of Company Common Shares subject to receive such Company Option immediately prior to the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the First Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, multiplied by the Option Consideration. If Exchange Ratio, and rounded down to the nearest whole share and at an exercise price per Acquiror Common Share equal to the exercise price per share of any such Cancelled Option is equal Company Common Share subject to or greater than the Merger Consideration, such Company Option shalldivided by the Option Exchange Ratio, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration and rounded up to the holder nearest whole cent; provided that the exercise price and the number of a Cancelled Acquiror Common Shares subject to the Acquiror Option shall be reduced by any applicable tax withholding required under determined in a manner consistent with the Ordinance, requirements of Section 409A of the Code, any Applicable Lawand, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder case of each Cancelled Company Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. Except as otherwise provided in this Section 2.2(b)(i), each Acquiror Option shall continue to be subject to the terms and conditions of the Company Equity Plan and the applicable Company Option award agreement, as in effect immediately prior to the First Effective Time. In addition, immediately prior to the First Effective Time, each Pre-Closing Holder who is then actively employed by the Company and holds a Company 102 Option or that is otherwise held by the 102 Trustee (an “Employee Earn Out Recipient”) shall receive such Pre-Closing Holder’s Pro Rata Allocation of the Option Consideration Earn Out Shares, provided that the vesting conditions for any such Employee Earn Out Recipient shall also require that such Employee Earn Out Recipient remains in continuous employment through the 102 Trustee in accordance with Section 2.8applicable vesting date.

Company Options. (i) At the Effective Time, each Company Option (or portion thereof) that is outstanding outstanding, vested and vested as of unexercised immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, shall be cancelled and terminated and converted into canceled in exchange for the right to receive a lump sum cash payment (without interest) equal to the product of (i) the excess, if any, of (A) the Merger Consideration in respect over (B) the exercise price per Company Share for such Company Option multiplied by (ii) the total number of each Net Share covered by shares underlying such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share Company Option (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”), less applicable Taxes required to be withheld with respect to such payment, if any. The At the Effective Time, each Company Option that is outstanding and unvested immediately prior to the Effective Time, shall be canceled and replaced by the right of each holder of each Cancelled Option shall unvested Company Options to receive at the Effective Time a cash bonus from the CompanySurviving Company or its applicable Subsidiary employing the holder thereof (the “Cash Bonus”) payable upon each date at which any unvested Company Options held by or on behalf of such holder, would have vested according to the vesting schedule of such holder, the amount of which shall equal the product of (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per Company Share for such vested Company Option multiplied by (ii) the total number of shares underlying the number of Company Options which would have vested on such date, subject in each case, to such holder’s continued engagement by the Surviving Company or as soon as practicable thereafter (but in no even later than its applicable Subsidiary on the Company’s first full payroll date at which the Cash Bonus is due to be paid. From and after the Effective Time) from Date all Company Options shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the Surviving Company, right to receive the Option ConsiderationConsideration or Cash Bonus, as applicable payable according to the terms hereunder. If the exercise price per share of Company Share for any such Cancelled Company Option is equal to or greater than the Merger ConsiderationConsideration (an “Underwater Option”), such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Underwater Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion canceled without payment of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee and no Cash Bonus shall receive the Option Consideration through the 102 Trustee be due in accordance with Section 2.8respect thereof.

Company Options. (i) At Prior to the Closing, the Company Board shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each unexpired and unexercised Company Option shall become vested and exercisable and shall be cancelled and retired and cease to exist effective as of the Effective Time, and, in exchange therefor, each former holder of any such cancelled Company Option (or portion thereof) that is outstanding and has vested as of immediately prior to the Effective Time (including Company Options receiving accelerated vesting as of the Effective Time) shall be entitled to receive from Acquiror, in consideration of the cancellation of each such Company Option and in settlement therefor, subject to and in accordance with Section 1.10(a), an amount in cash (without interest and subject to any applicable withholding or vests other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Company, including any fringe benefit tax) equal to the product of (A) the total number of shares of vested Common Stock previously subject to such Company Option and (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the Company Common Stock previously subject to such Company Option (each, an “In-the-Money Stock Option”). The aggregate amount of cash payable with respect to all such Company Options pursuant to this Section 1.9(a)(ii) is referred to as the “Company Option-Based Merger Consideration.” Any Company Option with respect to which the exercise price per share of Company Common Stock is equal to or greater than the Per Share Merger Consideration shall be considered out-of-the-money and shall be cancelled and no consideration shall be delivered in exchange therefor. All Company Options that are unvested and unexercisable as of the Effective Time and are not otherwise accelerated as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of hereby and the Merger, Company Excluded Options shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) no consideration shall be settled delivered in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8exchange therefor.

Company Options. (ia) At Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock granted under any of the Company Option Plans or otherwise (each, a "COMPANY OPTION"), whether or not exercisable or vested, shall be converted into an option to purchase Parent Common Stock (each, a "NEW PARENT OPTION"), on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in, or portion thereof) that is outstanding required or permitted by, the Company Option Plans, any award agreement or other agreement set forth on the Company Disclosure Letter or such option grant by reason of this Agreement and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Each New Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced exercisable for a number of shares of Parent Common Stock equal to (i) the number of shares of Company Common Stock subject to the Company Option to which such New Parent option relates, multiplied by (ii) the Option Exchange Ratio, rounded to the nearest share. The per share exercise price of each New Parent Option shall equal (A) the per share exercise price of the Company Option to which such New Parent Option relates, divided by (B) the Option Exchange Ratio, rounded to the nearest one-hundredth of a cent. For this purpose, the "OPTION EXCHANGE RATIO" shall be equal to a fraction, the numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date, and the denominator of which is the closing price of a share of Parent Common Stock quoted on the New York Stock Exchange (the "NYSE") on the Closing Date; PROVIDED, HOWEVER, that in the case of any applicable tax withholding required Company Option to which Section 421 of the Code as of the REIT Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under the Ordinance, Section 422 of the Code, any Applicable Lawthe exercise price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a Valid Certificate and otherwise as set forth in manner consistent with the requirements of Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 424(a) of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. Effective fifteen (i15) At Business Days prior to, and conditional upon the occurrence of, the Effective Time, each holder of an outstanding Company Option (that qualifies as an incentive stock option, taking into account any acceleration of exercisability pursuant to this Section 3.7, within the meaning of Section 422(b) of the Code, whether vested or unvested, shall be entitled to exercise any portion thereof) of such Company Option that is so qualified in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with and subject to the terms of the applicable Company Stock Plan and the stock option award agreement governing the Company Option. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof or the Company, (i) the vesting of each Company Option that remains outstanding and vested as of immediately prior to the Effective Time shall be accelerated in full and (or vests ii) each such Company Option shall be canceled as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated Effective Time and converted into the right to receive receive, subject to Section 3.8(e), an amount in cash (without interest), equal to the Merger Consideration in respect product obtained by multiplying (x) the aggregate number of each Net Share covered by Company Shares underlying such Cancelled Option; except that, in lieu of Company Option immediately prior to the Merger Consideration, any fractional Net Share Effective Time (after aggregating all shares represented taking into account any exercise pursuant to the preceding sentence), by all Cancelled Options held (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such individual) shall be settled in cash based on the Cash Equivalent Consideration Company Option (such consideration being hereinafter referred to as the “Option Consideration”). The holder For the avoidance of each Cancelled doubt, no Option Consideration shall receive at be payable with respect to any Company Option so canceled with a per share exercise price that equals or exceeds the amount of the Offer Price. Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the former holders of Company Options who are current or former employees of the Company, the applicable Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 3.8(e), as promptly as practicable following the Effective Time from the Company, or as soon as practicable thereafter (but and in no even event later than the Company’s first full payroll after the Effective Timeten (10) from the Surviving Company, the Option ConsiderationBusiness Days thereafter). If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment All payments of Option Consideration to the holder former holders of a Cancelled Option Company Options who are not current or former employees shall be reduced by any applicable tax withholding required under the Ordinancemade through Parent’s, the CodeSurviving Corporation’s or the applicable Subsidiary of Surviving Corporation’s accounts payable, less any Applicable Lawrequired withholding Taxes payable in respect thereof pursuant to Section 3.8(e), a Valid Certificate as promptly as practicable following the Effective Time (and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8no event later than ten (10) Business Days thereafter).

Company Options. (i) At the Effective Time, each outstanding Company Option that is vested as of the Effective Time (a “Vested Company Option”), shall, subject to the proviso of this sentence, automatically be cancelled at the Effective Time and converted into the right to receive, at the Effective Time, a lump sum cash payment equal to the product of (i) the number of shares subject to such Vested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Vested Company Option (or portion thereof) the product of such amounts, the “Cash Payment”), provided that in lieu of the Cash Payment, a holder of a Vested Company Option may elect at any time prior to such date determined by the Company that is in advance of the Effective Time and communicated to the holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and otherwise subject to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Stock Plans and the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option shall be permitted to exercise such Vested Company Option by means of delivering a properly executed exercise notice to Parent, together with a copy of irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an “Unvested Company Option”) shall automatically be cancelled at the Effective Time, and vested an amount equal to the product of (i) the number of shares subject to such Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time (or vests as relates to at least 10,000 shares of Company Common Stock, the Company shall establish a result grantor “rabbi” trust and deposit therein an amount of cash equal to the amount of deferred compensation credited to each such holder’s account pursuant to the terms of the consummation holder’s option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company’s deferred compensation obligations to each holder. Initially, the trustee of the transactions contemplated hereby) (eachtrust shall be the Designated Officer or such other trustee as the Designated Officer may designate, a “Cancelled Option”) shall, by virtue and any successor to the trustee shall be subject to the approval of the MergerDesignated Officer. If the portion of the Unvested Company Option immediately prior to the Effective Time relates to less than 10,000 shares of Company Common Stock, the Company shall not be cancelled required to establish a grantor “rabbi” trust with respect to its obligation to the holder. All amounts in each holder’s deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as agreed to from time to time by the Company and terminated and converted into the right holder. Upon vesting of the account, each holder shall be entitled to receive payment, in settlement of his or her deferred compensation account, of a cash amount equal to the Merger Consideration then-value of such holder’s deferred compensation account, based on the performance of such deemed investments. Each holder’s deferred compensation account shall at all times be guaranteed by the Parent. Except as expressly provided otherwise in respect this Agreement, the Board of each Net Share covered Directors of the Company shall not accelerate the vesting of any Company Options unless such acceleration is required by such Cancelled Option; except the terms of the Company Stock Plans or the agreements under which the Company Options were granted, provided, that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented resignation by all Cancelled Options held by such individualany incumbent Company director required under Section 1.3(a) shall be settled in cash based on the Cash Equivalent Consideration treated as termination of service without cause (such consideration being hereinafter referred to as the “Option Consideration”solely for purposes of vesting). The holder For purposes of each Cancelled the foregoing, to the extent a particular Company Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Companyis only partially vested, the Option Consideration. If the exercise price per share vested portion of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), will be cancelled without any payment being made in respect thereof. The payment of treated as a Vested Company Option Consideration to and the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration unvested portion of the such Company Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a will be treated as an Unvested Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Option.

Company Options. (ia) At the Effective Time, each of the then outstanding Options (as defined below) shall be (i) assumed by Buyer, in accordance with the terms of the applicable Stock Plan (as defined below) and option agreement by which it is evidenced, except that from and after the Effective Time, Buyer and its Board of Directors or Compensation Committee, as the case may be, shall be substituted for the Company and its subsidiaries and their respective Boards of Directors (including if applicable the entire Board of Directors) administering any such Stock Plan, and (ii) converted into an option to purchase that number of shares of Buyer Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Option (or portion thereof) that is outstanding and vested as at the Effective Time by the Exchange Ratio, at an exercise price per share of Buyer Common Stock equal to the exercise price per share of such Option immediately prior to the Effective Time (or vests as a result of divided by the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled OptionExchange Ratio; except that, in lieu the case of an Option to which Section 421 of the Merger ConsiderationCode applies by reason of its qualification under Section 422 of the Code, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) the conversion formula shall be settled adjusted, if the Company determines that such adjustment is necessary, to comply with Section 424(a) of the Code. If the foregoing calculation results in cash based an assumed Option being exercisable for a fraction of a share of Buyer Common Stock, then the number of shares of Buyer Common Stock subject to such option shall be rounded down to the nearest whole number of shares. Except as otherwise set forth in this Section 1.4 and except to the extent required under certain agreements in effect as of the date hereof between the Company and certain of its employees, the term, status as an "incentive stock option" under Section 422 of the Code (if applicable), all applicable restrictions or limitations on transfer and vesting and all other terms and conditions of Options will (except as otherwise provided in the Cash Equivalent Consideration (such consideration being hereinafter referred applicable Stock Plan or Option) to as the “Option Consideration”)extent permitted by law and otherwise reasonably practicable, be unchanged. The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as As soon as practicable thereafter (but in no even later than following the Company’s first full payroll after the Effective Time) from the Surviving Companydate of this Agreement, the Option Consideration. If Board of Directors of the exercise price per share of any such Cancelled Option is equal to or greater than the Merger ConsiderationCompany (or, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Codeif appropriate, any Applicable Law, a Valid Certificate and otherwise committee thereof administering the Stock Plans) shall adopt such resolutions or take such other actions as set forth in Section 2.13 and Section 6.18. The applicable taxes may be required to be withheld from effect the Option Consideration shall reduce first the Cash Merger Consideration portion provisions of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with this Section 2.81.4(a).

Company Options. (i) At Subject to each holder of an In-the-Money Option executing an assumption agreement within 90 days following the Effective Time substantially in the form attached as Exhibit G hereto (the “Assumption Agreements”), pursuant to which, among other things, such holders of Company Options shall have acknowledged Parent’s assumption of such Company Options and agreed to certain restrictions on the transfer of the shares of Parent Common Stock issuable to them upon the exercise of such assumed In-the-Money Options, each outstanding In-the-Money Option granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company, including, without limitation, under the Company’s 2009 Equity Incentive Plan (the “Company Stock Plans”) shall be deemed assumed by Parent at the Effective Time, and from and after the Effective Time, (i) each outstanding In-the-Money Company Option shall entitle the holder thereof to acquire the number of shares of Parent Common Stock (or portion thereofrounded up to the nearest whole number) that is outstanding and vested as determined by multiplying (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time by (or vests as a result of the consummation of the transactions contemplated herebyB) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If Exchange Ratio; (ii) the exercise price per share of any Parent Common Stock subject to such Cancelled Option is assumed Company Options at and after the Effective Time shall be an amount (rounded up to the nearest one-hundredth of a cent) equal to or greater than (A) the Merger Consideration, exercise price per share of Company Common Stock subject to such Company Option shallprior to the Effective Time divided by (B) the Option Exchange Ratio; and (iii) from and after the Effective Time, by direction Parent and its compensation committee shall be substituted for the Company and the compensation committee of Parent the Company Board administering such Company Stock Plans; provided, however, that any outstanding In-the-Money Option that is not subject to a validly executed and delivered Assumption Agreement at the end of the 90 day period following the Effective Time shall be automatically, without any further act on the part of Parent, cancelled and shall thereafter cease to exist (which is hereby given it being understood and agreed that there shall be no recalculation of the allocations of the Merger Consideration pursuant to Section 2.7 in the event of any cancellation of a Company Option pursuant to this Agreementproviso). In addition, be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option each Company Stock Plan shall be reduced deemed assumed by any applicable tax withholding required under Parent at the OrdinanceEffective Time. Within thirty (30) Business Days after the Effective Time, Parent shall use its commercially reasonable efforts to cause the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required shares of Parent Common Stock subject to assumed Company Options to be withheld from covered by an effective registration statement on Form S-8 (or any successor form) or another appropriate form. Furthermore, Parent shall use commercially reasonable efforts to maintain the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes effectiveness of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option registration statement or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8registration statements for so long as assumed Options remain outstanding.

Company Options. (i) At the Effective Time, each outstanding Company Option, whether or not exercisable and whether or not vested, immediately prior to the Effective Time, shall be assumed by Purchaser and converted into an option to purchase a number of shares of Purchaser Common Stock (such option, an “Exchanged Option”) equal to the product (rounded to the nearest whole number) of (i) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (or portion thereofii) the Closing Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to quotient of (i) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (ii) the Closing Exchange Ratio; provided, however, that is outstanding the exercise price and vested the number of shares of Purchaser Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time (or vests including any acceleration as a result of the consummation of to vesting that may have been triggered in connection with the transactions contemplated hereby, and subject to the adjustments required by this Section 4.2(b) after giving effect to the Acquisition Merger). Purchaser shall assume the Company Plan (each, a the “Cancelled OptionAssumed Plan”) shallsuch that the Exchanged Options will be issued under the Assumed Plan, by virtue provided that the Assumed Plan shall be amended such that no further awards may be granted under the Assumed Plan, and Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of Company Options. At or prior to the Effective Time, the Parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the assumption of the Merger, be cancelled Company Plan and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu treatment of the Merger ConsiderationCompany Options pursuant to this subsection, and to cause any fractional Net Share (after aggregating all shares represented disposition or acquisition of equity securities of Purchaser pursuant to this Section 4.2(b) by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder each individual who is a director or officer of each Cancelled Option shall receive Purchaser or who will become a director or officer of Purchaser at the Effective Time from to be exempt under Rule 16b-3 under the CompanyExchange Act. Purchaser shall file an appropriate registration statement or registration statements with respect to the shares of Purchaser Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or as soon as practicable thereafter (but in no even later than consultant of the Company’s first full payroll after Company immediately prior to the Effective Time) from and shall use commercially reasonable efforts to maintain the Surviving Company, effectiveness of such registration statement or registration statements (and maintain the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion current status of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion prospectus or prospectuses contained therein) for purposes of so long as such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8awards remain outstanding.

Company Options. (ia) At the Effective Time, each Company Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (or portion thereofi) that is outstanding Parent and vested as the Human Resources and Compensation Committee of its Board of Directors shall be substituted for the Company and the committee of the Company Board (including, if applicable, the entire Company Board) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (or vests as a result of multiplied by the consummation of the transactions contemplated hereby) (eachExchange Ratio, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, provided that any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by of Parent Common Stock resulting from such individual) multiplication shall be settled in cash based on rounded to the Cash Equivalent Consideration nearest share, and (such consideration being hereinafter referred to as iv) the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the per share exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, under each such Company Option shallshall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, by direction provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (iv) of Parent (the preceding sentence, each Company Option which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option an “incentive stock option” shall be reduced adjusted as required by any applicable tax withholding required under the Ordinance, Section 424 of the Code, any Applicable Lawand the regulations promulgated thereunder, so as not to constitute a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion modification, extension or renewal of the Option Consideration with any remaining amount reducing option within the Stock Merger Consideration portion meaning of Section 424(h) of the Option ConsiderationCode. Accordingly, with respect to any Company Option which is an incentive stock option, fractional shares shall be rounded down to the value nearest whole number of shares and where necessary the stock portion for purposes per share exercise price shall be rounded up to the nearest cent. Parent and the Company agree to take all necessary steps to effect the foregoing provisions of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with this Section 2.83.05.

Company Options. (i) At the Effective Time, each outstanding Company Option (or portion thereof) that is outstanding granted under the Company Option Plan and vested as disclosed in Schedule 4.4(b)-2 of the Company Disclosure Letter and the Spreadsheet shall be assumed by Acquiror. All Company Options not so disclosed shall not be assumed by Acquiror and will terminate immediately prior to the Effective Time (or vests as a result of the consummation First Merger. At the Effective Time, each holder of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, such an assumed Company Option shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatentitled, in lieu accordance with the terms of such option, to purchase after the Merger ConsiderationEffective Time that number of shares of Acquiror Common Stock, any fractional Net Share (after aggregating all determined by multiplying the number of shares represented by all Cancelled Options held by of Company Common Stock subject to such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Company Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, by the Option Consideration. If Exchange Ratio, and the exercise price per share for each such Option will equal the exercise price of any such Cancelled the Company Option is equal immediately prior to or greater than the Merger ConsiderationEffective Time divided by the Option Exchange Ratio, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Each Company Option shallso assumed by Acquiror under this Agreement will have, by direction and will be subject to, the same term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422 of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any if applicable, as in effect immediately prior to the Effective Time of the First Merger, and to the extent permitted by Applicable LawLaw all other terms of each Company Option will otherwise be unchanged. It is the intention of the parties that Company Options so assumed by Acquiror hereunder qualify, a Valid Certificate and otherwise to the maximum extent permissible, following the Effective Time as set forth “incentive stock options” as defined in Section 2.13 422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. Acquiror acknowledges and agrees that each Company option being assumed hereunder, whether or not Section 6.18421 of the Code applies to it by reason of its qualification under Section 422 of the Code will be assumed in a manner that complies with Section 424 of the Code. The applicable taxes required Acquiror will cause the Acquiror Common Stock issued upon exercise of the assumed Company Options to be withheld from listed on the Option Consideration shall reduce first Nasdaq Global Market and registered on Form S-8 (to the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, extent such options are registrable on Form S-8) with the value of SEC as promptly as practicable after the stock portion for purposes Effective Time, will exercise commercially reasonable efforts to maintain the effectiveness of such deduction determined based on the Parent Average Trading Price. The holder registration statement for so long as such assumed Company Options remain outstanding and will reserve a sufficient number of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8shares of Acquiror Common Stock for issuance upon exercise thereof.

Company Options. As soon as practicable following the date hereof (and, in any event, prior to the Acceptance Time), the board of directors of the Company (or, if appropriate, any committee thereof administering the Stock Plans) shall take all actions as may be required to provide that (i) At each holder of an option that represents the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior right to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) acquire Shares (each, a “Cancelled Company Option”) under the Stock Plans (other than options under the 2014 Employee Stock Purchase Plan) and is outstanding immediately prior to the Acceptance Time (whether or not then vested or exercisable) shall be provided with notice pursuant to which all outstanding Company Options held by such holder shall become fully vested and may be exercised (contingent on, and effective immediately after, the consummation of the Offer) by such holder beginning on the date of such notice through the date that is five (5) business days prior to the Acceptance Time in accordance with the terms and conditions of the applicable Stock Plan under which such Company Option was granted and (ii) to the extent that any outstanding Company Option is not so exercised prior to the Acceptance Time, such Company Option shall, by virtue at the Acceptance Time, automatically and without any required action on the part of the Mergerholder thereof, be cancelled and terminated and converted into only the right to receive (without interest) an amount in cash (less applicable withholdings) equal to the product of (x) the excess, if any, of (A) the Per Share Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share over (after aggregating all shares represented by all Cancelled Options held by such individualB) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of such Company Option, and (y) the number of Shares underlying such Company Option, which amount shall be paid by Parent or the Company as soon as reasonably practicable (but in any such Cancelled event within three (3) business days) following the Acceptance Time. In the case of a Company Option with an exercise price that is equal to or greater than the Per Share Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement)at the Acceptance Time, automatically be cancelled without any payment being made forfeited for no consideration in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8exchange therefor.

Company Options. (i) At the Effective Time, each then outstanding Company Option, whether or not exercisable at the Effective Time and regardless of its exercise price, will be assumed by Parent. Each Company Option assumed by Parent under this Agreement will continue to have, and be subject to, its original terms and conditions, as set forth in the documents evidencing such Company Option (or portion thereof) that is outstanding including the Company’s Incentive Stock Option Plan, as amended, and vested as of any stock option agreement), in effect immediately prior to the Effective Time (including any repurchase rights or vests as a result vesting provisions), except that (i) each such Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the product of the consummation number of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue shares of the Merger, be cancelled and terminated and converted into the right Common Stock that were issuable upon exercise of such Company Option immediately prior to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, multiplied by the Option Consideration. If Exchange Ratio (defined below), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, Company Common Stock at which such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the holder of a Cancelled Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Each assumed Company Option shall be reduced vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested immediately prior to the Effective Time, except to the extent that such Company Option, by any applicable tax withholding required under its terms as of the OrdinanceEffective Time, provides for acceleration of vesting upon the Effective Time. For purposes of this Agreement, “Option Exchange Ratio” shall mean a fraction equal to (A) the Per Company Common Share Merger Consideration divided by (B) the volume-weighted average Closing Price for the 15-Trading Day period immediately preceding the Closing Date. At least 10 days prior to the Effective Time, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration Company shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The notify each holder of each Cancelled Option Company Options that is a Company 102 Option or that is otherwise held they will be assumed by the 102 Trustee shall receive the Option Consideration through the 102 Trustee Parent in accordance with this Section 2.82.6(d)(i) and shall obtain the written consent of each holder of Company Options to such assumption by Parent.

Company Options. At the time of the Merger, each outstanding option to acquire or receive Company Common Stock (whether or not vested) (the "Company Options") shall be transferred to and assumed by inTEST in such manner that it is converted into an option to purchase shares of inTEST Stock ("inTEST Option"). Following the time of the Merger each inTEST Option shall be exercisable upon the same terms and conditions as then were applicable to such Company Options, except that (i) At each inTEST Option shall be exercisable for that number of shares of inTEST Stock equal to the Effective Time, each product obtained by multiplying the number of shares of Company Common Stock that were issuable upon exercise in full of such assumed Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu time of the Merger Considerationby the Exchange Ratio, any fractional Net Share rounded down to the nearest whole number of shares of inTEST Stock and (after aggregating all ii) the per share exercise price for the shares represented by all Cancelled of inTEST Stock issued upon exercise of inTEST Options held by such individual) shall be settled in cash based on equal to the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If quotient obtained by dividing the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, Company Stock at which such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the holder time of a Cancelled the Merger by the Exchange Ratio, rounded up to the nearest whole cent. It is the intention of the parties that, to the extent that any Company Option constituted an "incentive stock option" (within the meaning of Section 422 of the Code) immediately prior to the time of the Merger, the inTEST Option shall be reduced continue to qualify as an incentive stock option to the maximum extent permitted by any applicable tax withholding required Section 422 of the Code and that the assumption of the Company Options provided by this Section 3(c) satisfy the conditions of Section 424(a) of the Code. As soon as practicable after the Closing inTEST shall use reasonable efforts to file and cause to become effective a Form S-8 registration statement under the Ordinance, Securities Act to cover the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required inTEST Stock to be withheld from issued upon the Option Consideration shall reduce first the Cash Merger Consideration portion exercise of the Option Consideration with any remaining amount reducing inTEST Options into which the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Options are converted.

Company Options. (ia) At the First Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the First Effective Time (under the Company Plan, whether or vests as a result of the consummation of the transactions contemplated hereby) (eachnot vested, a “Cancelled Option”) shall, by virtue of the Merger, shall be cancelled and terminated and converted into and become an option to purchase Parent Common Stock, and Parent shall assume the right to receive the Merger Consideration in respect of Company Plan and each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plan and the terms of the stock option agreement by direction which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are necessary to reflect the substitution of the Company Options by Parent to purchase shares of Parent (which is hereby given pursuant to this Agreement)Common Stock, be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as including such changes set forth in this Section 2.13 1.10(a)). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock; provided that the Company Options assumed by Parent shall not be exercisable unless and until the Preferred Stock Conversion Proposal is approved. Accordingly, from and after the First Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock 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; (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, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, that, (I) 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 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 409A of the Option Consideration with any remaining amount reducing Code; and (II) the Company Options assumed by Parent shall not be exercisable unless and until the Preferred Stock Merger Consideration portion Conversion Proposal is approved; provided, further, that: (x) Parent may amend the terms of the Option Consideration, with Company Options and the value Company Plan as may be necessary to reflect Parent’s substitution of the stock portion 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 purposes the adjustment of such deduction determined based on 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 Average Trading Price. The holder Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Cancelled Company Option that is a Company 102 Option or that is otherwise held assumed by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Parent.

Company Options. (i) At the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company Shares (whether or not vested) ("ASSUMED OPTIONS") issued pursuant to the Company's 1996 Flexible Stock Incentive Plan (the "OPTION PLAN") shall be assumed by Cirrus in connection with the Merger. Each Assumed Option (or portion thereof) that is outstanding so assumed by Cirrus under this Agreement shall continue to have, and vested be subject to, the same terms and conditions as of in place immediately prior to the Effective Time (including, without limitation, any vesting schedule or vests as a result of repurchase rights, but not taking into account any acceleration thereof provided for in the consummation of Option Plan or the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of option agreements issued pursuant to such Option Plan resulting from the Merger, be cancelled except the acceleration of vesting for the directors, advisory board members and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu president of the Merger Consideration, any fractional Net Share Company and one consultant (after aggregating all shares represented by all Cancelled Options held by such individualGoldrush Communications) which shall be settled in cash based on taken into account), except that (i) each Assumed Option to purchase one share of the Cash Equivalent Consideration Company Common Stock will be exercisable for that number of shares of Cirrus Common Stock equal to the Exchange Ratio and (ii) the per share exercise price for the shares of Cirrus Common Stock issuable upon exercise of such consideration being hereinafter referred Assumed Option will be equal to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter quotient determined by dividing: (but in no even later than the Company’s first full payroll after the Effective TimeA) from the Surviving Company, the Option Consideration. If the exercise price per Company Share at which such Assumed Option was exercisable immediately prior to the Effective Time by (B) the Exchange Ratio. No Assumed Option as so converted shall be exercisable for a fractional share of any such Cancelled Option is equal Cirrus Common Stock and the number of shares of Cirrus Common Stock for which all Assumed Options to or greater than be delivered to the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given optionees thereof pursuant to this Agreement), Section 9.2(a)(vii) shall be cancelled without any payment being made in respect thereof. The payment of Option Consideration exercisable shall be rounded down to the holder nearest whole number of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion shares of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Cirrus Common Stock.

Company Options. (i) At the Effective Time, each outstanding option to purchase Shares (a “Company Option Option”) under the Share Plans (or portion thereofas defined in Section 2.1(b)) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Vested Company Option”) shall), by virtue of the Merger, shall automatically be cancelled and terminated at the Effective Time and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatreceive, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from Time, a lump sum cash payment (less applicable Taxes required to be withheld with respect to such payment) equal to the Companyproduct of (i) the number of shares subject to such Vested Company Option and (ii) the excess, or as soon as practicable thereafter if any, of (but in no even later than A) the Company’s first full payroll after the Effective TimeAmalgamation Consideration over (B) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Vested Company Option is (the product of such amounts, the “Cash Payment”). Each outstanding Company Option other than a Vested Company Option (each, an “Unvested Company Option”) shall automatically be cancelled at the Effective Time, and Parent shall cause an amount equal to or greater than the Merger Consideration, product of (i) the number of shares subject to such Unvested Company Option shalland (ii) the excess, by direction if any, of Parent (A) the Amalgamation Consideration over (B) the exercise price per share of such Unvested Company Option to be credited as an opening balance of a deferred compensation account for each holder of Unvested Company Options, which is hereby given pursuant balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options would have vested in accordance with the terms and conditions (including those related to this Agreement), accelerated vesting) included in the original grant. All amounts in each holder’s deferred compensation account shall be cancelled without any payment being made in respect thereof. The payment deemed to receive a rate of Option Consideration return equal to the Amalgamated Company’s rate of interest on its revolving credit line (not to exceed 5% per year). Upon vesting of the account, each holder shall be entitled to payment as soon as practicable following the vesting date, in settlement of his or her deferred compensation account, of a Cancelled Option shall be reduced by any cash amount equal to the then-value of the vested portion of such holder’s deferred compensation account, based on the performance of such deemed investments, less applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes Taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of respect to such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8payment.

Company Options. Except as otherwise agreed to by any holder of a Company Option and Parent, Parent shall not assume any Company Options in connection with the Merger or any other transactions contemplated by this Agreement. Except as otherwise agreed to by any holder of a Company Option and Parent, upon the terms and subject to the conditions set forth in this Agreement, and without any action on the part of Parent, Acquisition Sub, the Company or any holder of such Company Option, (i) At the Effective Time, each Company Option (or portion thereof) granted under the Company Stock Plans that is remains outstanding and vested as of immediately prior to the Effective Time (whether vested or vests as a result of the consummation of the transactions contemplated herebyunvested) (each, a “Cancelled Option”) shall, by virtue of the Merger, shall be cancelled and terminated as of the Effective Time and converted into (ii) in consideration for such cancellation and termination, each holder of each such Company Option shall cease to have any rights with respect thereto, except the right to receive be paid at or promptly after the Merger Consideration Effective Time, subject to Section 3.8(e), an amount in respect cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of each Net Share covered shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time, by such Cancelled Option; except that, in lieu of (y) the Merger Consideration, any fractional Net Share less the per share exercise price of such Company Option (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The ) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of each Cancelled Option shall receive at a Company Option); provided, however, that if the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the per share exercise price per share of any such Cancelled Company Option is equal to equals or greater than exceeds the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), shall be cancelled without any payment being made or consideration and all rights with respect to such Company Option shall terminate as of the Effective Time. Prior to the Effective Time, the Company shall take all actions reasonably necessary to effect the transactions contemplated by this Section 3.7(d) under all Company Option agreements and any other plan or arrangement of the Company, including delivering all required notices. Except as otherwise agreed to by a holder of a Company Option and Parent, within three (3) Business Days after the Closing, Parent shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Parent shall cause the Surviving Corporation to pay to each of the holders of Company Options, the applicable Option Consideration (less any applicable withholding taxes payable in respect thereof. The payment of Option Consideration to ) as promptly as practicable (and in no event later than the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8next regular payroll date) thereafter.

Company Options. (i) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company (except as provided in Section 2.11(b)) or the holder of any Company Option, each Company Option (or portion thereof) that is was outstanding and vested as of immediately prior to the Effective Time (or Time, including each Company Option that vests as a result of the consummation of the transactions contemplated hereby) Merger (each, a “Cancelled Company Vested Option”) shall), whether pursuant to the terms of a Company Plan or as determined by virtue of the MergerCompany Board prior to the Closing, shall be cancelled and terminated automatically canceled and converted into the right to receive (A) subject to compliance with the Merger Consideration terms of Section 2.11(b), an amount in cash payable in respect of each Net such Company Vested Option pursuant to Section 2.13(a)(vi) equal to (1) Company Common Stock Per Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share Closing Consideration minus (after aggregating all shares represented by all Cancelled Options held by such individual2) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Company Vested Option (such amount in this clause (A), the “Company Vested Option Per Share Closing Consideration”), multiplied by (3) the number of shares of Company Common Stock into which such Company Vested Option is equal exercisable as of immediately prior to the Effective Time; (B) a contingent right to receive, when and if required to be paid, an additional amount of cash, if any, required to be distributed in accordance with and subject to the terms and conditions of Section 2.16(c), Article VIII and the Escrow Agreement consisting of the Company Vested Option Per Share Escrow Consideration; and (C) a contingent right to receive an Earn‑Out Payment, if any, in accordance with the Earn‑Out Agreement, in each case, without interest and less applicable withholding taxes as required by Law. Notwithstanding anything to the contrary contained in this Agreement, the Escrow Agreement or greater than the Merger ConsiderationEarn-Out Agreement, such Company Option shall, by direction of Parent (which is hereby given any payments made pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration the Escrow Agreement or the Earn-Out Agreement to the holder of a Cancelled Option Company Vested Optionholders shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise treated as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion compensation for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Tax purposes.

Company Options. As of immediately prior to the Closing, and notwithstanding anything to the contrary in the Company’s 2005 Share Incentive Plan (the “Company Equity Plan”) or the applicable option award agreements thereunder, (i) At each outstanding option to purchase Shares under the Effective TimeCompany Equity Plan (each a “Company Option”) shall, subject to continued employment as of the Closing Date, be deemed to be vested as to an additional percentage of the total number of Shares underlying such Company Option equal to the percentage of such total number of shares as to which such Company Option is otherwise vested immediately prior to the Closing (without regard to this clause (i)), up to a maximum 100% vesting, and as of the Closing Date, (A) each outstanding and unvested Company Option shall remain outstanding following the Closing, and (B) each holder of a Company Option that is vested as of such date, including Company Options which become vested by virtue of this clause (i) (each such vested Company Option, a “Vested Option”) shall (except as may otherwise be agreed to in writing by the Company and such holder prior to the Closing Date) be paid in full satisfaction of such Vested Option (or such portion thereof) a cash payment in an amount in respect thereof equal to the product of (x) the excess, if any, of the Per Share Consideration over the exercise price of such Vested Option (or such portion thereof) and (y) the number of Shares subject to such Vested Option as to which the holder thereof has so elected, less any income or employment tax withholding required under the Code or any provision of foreign, state or local law, and such Vested Option (or portion thereof) shall be cancelled, and (ii), following the Closing each Company Option that is outstanding and unvested immediately following the Closing shall, subject to continued employment with the Company or any of its Subsidiaries and subject to any accelerated vesting set forth in any applicable option award agreement, continue to vest in equal monthly installments on the last day of each calendar month following the Closing as to 1/60 of the total number of Shares originally underlying such Company Option (or in accordance with the original vesting schedule provided under the Company Equity Plan or the applicable option award agreement, if such schedule results in the option holder becoming vested sooner), until such Company Option is vested as to all Shares subject thereto. The exercise price per Share subject to any Vested Option or unvested Company Option that remains outstanding immediately after the Closing shall be equal to the exercise price per Share subject to such Company Option as of the date of grant of such Company Option; provided, that, in the event that the Company or another “eligible corporation” (as defined in Treas. Reg. Section 1.424 -1(a)(2)) undergoes a “corporate transaction” (as defined in Treas. Reg. Section 1.424 -1(a)(3)) at or following the Closing (a “Corporate Transaction”), the exercise price of, and number and type of shares of stock subject to, Company Options that remain outstanding immediately following the Closing shall be adjusted to reflect the effects of such Corporate Transaction in accordance with the requirements of Section 409A of the Code and the regulations promulgated thereunder, in a manner intended to neither increase nor decrease the value of the Company Options from their value immediately prior to the Effective Time Closing (or vests as a result of the consummation of it being understood that the transactions contemplated hereby) (eachby this Agreement, a “Cancelled Option”) shalltogether with any transactions contemplated by Buyer in connection with the related financing referred to in the Debt Financing Commitment Letters, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled deemed to constitute one or more such Corporate Transactions and shall result in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”an adjustment). The holder Following the Closing, each Company Option as adjusted in accordance with the proviso to the preceding sentence, will otherwise continue to be subject to substantially the same terms and conditions set forth in the Company Equity Plan, the applicable option award agreements thereunder and any other relevant documentation in effect immediately prior to the Closing, subject to the requirements of each Cancelled Option shall receive at the Effective Time from the Company, or as applicable Law. As soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from Closing, Buyer shall deliver to the Surviving Companyholders of Company Options appropriate notices setting forth such holders’ rights pursuant to the Company Equity Plan and the applicable option award agreements thereunder. Prior to the Closing, the Option Consideration. If the exercise price per share of Company shall take any such Cancelled Option is equal other actions that are necessary to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration give effect to the holder provisions of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in this Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.81.8(a) .

Company Options. (ia) At the Effective Time, and except as may be contemplated by Section 5.11 hereof, each Company Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Acquiror Common Stock, and the Acquiror shall assume each Company Option, in accordance with the terms of the Company Stock Option Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or portion thereofa duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) that is outstanding and vested as each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Acquiror Common Stock subject to such Company Options shall be equal to the number of shares of Company Common Stock subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (or vests iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as a result required by Section 424 of the consummation Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the transactions contemplated herebyoption within the meaning of Section 424(h) (each, a “Cancelled Option”) shall, by virtue of the MergerCode, and all Company Options shall be cancelled and terminated and converted into adjusted, if necessary, so as not to impair the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu eligibility of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.pooling of

Company Options. (i) At the Effective Time, each outstanding Company Option (or portion thereof) that is outstanding granted under the Company Option Plan and vested as disclosed in Schedule 4.4(b)-2 of the Company Disclosure Letter and the Spreadsheet shall be assumed by Acquiror. All Company Options not so disclosed shall not be assumed by Acquiror and will terminate immediately prior to the Effective Time (or vests as a result of the consummation First Merger. At the Effective Time, each holder of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, such an assumed Company Option shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatentitled, in lieu accordance with the terms of such option, to purchase after the Merger ConsiderationEffective Time that number of shares of Acquiror Common Stock, any fractional Net Share (after aggregating all determined by multiplying the number of shares represented by all Cancelled Options held by of Company Common Stock subject to such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Company Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, by the Option Consideration. If Exchange Ratio, and the exercise price per share for each such Option will equal the exercise price of any such Cancelled the Company Option is equal immediately prior to or greater than the Merger ConsiderationEffective Time divided by the Option Exchange Ratio, such exercise price being rounded up to the nearest whole cent. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Acquiror Common Stock subject to such option will be rounded down to the nearest whole number with no cash being payable for such fractional share. Each Company Option shallso assumed by Acquiror under this Agreement will have, by direction and will be subject to, the same term, exercisability, vesting schedule, status as an “incentive stock option” under Section 422A of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any if applicable, as in effect immediately prior to the Effective Time of the First Merger, and to the extent permitted by Applicable LawLaw all other terms of each Company Option will otherwise be unchanged. It is the intention of the parties that Company Options so assumed by Acquiror hereunder qualify, a Valid Certificate and otherwise to the maximum extent permissible, following the Effective Time as set forth “incentive stock options” as defined in Section 2.13 and Section 6.18422 of the Code to the extent such options qualified as incentive stock options prior to the Effective Time. The applicable taxes required Acquiror will cause the Acquiror Common Stock issued upon exercise of the assumed Company Options to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, registered on Form S-8 with the value of SEC as promptly as practicable after the stock portion for purposes Effective Time, will exercise best efforts to maintain the effectiveness of such deduction determined based on the Parent Average Trading Price. The holder registration statement for so long as such assumed Company Options remain outstanding and will reserve a sufficient number of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8shares of Acquiror Common Stock for issuance upon exercise thereof.

Company Options. (i) At Except as may be otherwise agreed in writing among Parent, the Effective Time, each Company and any holder of any Company Option (or portion thereofas hereinafter defined), upon the consummation of the Merger, each option to acquire Company Common Stock (each, a "COMPANY OPTION," and collectively, the "COMPANY Options") that is outstanding and vested as of immediately prior to the Effective Time (under any stock option plan, agreement or vests as a result arrangement of the consummation Company, including but not limited to Company Options issued under the Manchester Equipment Co., Inc. Amended and Restated 1996 Incentive and Non-Incentive Stock Option Plan, the Manchester Equipment Co. Incentive and Non-Incentive Stock Option Plan, As Amended through July 27, 2001 (collectively, the "1996 OPTION PLANS") and the Company's 2005 Incentive Compensation Plan (collectively, the "OPTION PLANS"), whether or not then exercisable or vested, shall be terminated and cancelled immediately prior to the Effective Time for the consideration (if any) provided in this Section 1.9. Each holder of a Company Option that has an option exercise price per share less than the Price Per Share and that is vested immediately prior to the Effective Time without any action on the part of the transactions contemplated hereby) Company or the Company board of directors or any committee thereof (eacheach such Company Option described in the foregoing clauses, a “Cancelled Option”) shall"VESTED COMPANY OPTION"), by virtue of the Merger, be cancelled and terminated and converted into shall have the right to receive from the Merger Consideration Company a cash payment (less applicable federal, state and local withholding taxes) in respect of each Net Share covered an amount equal to the product obtained by such Cancelled Option; except that, in lieu multiplying (a) the excess of the Merger Consideration, any fractional Net Price Per Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If over the exercise price per share of any such Cancelled Vested Company Option, by (b) the number of shares of Company Common Stock for which such Vested Company Option was exercisable immediately prior to its cancellation (such amounts payable hereunder with respect to all Vested Company Options being referred to as the "OPTION PAYMENTS"). Prior to the execution and delivery of this Agreement, the Company's board of directors shall have reviewed, considered and approved the Option Payments and determined that such Option Payments are permitted adjustments in connection with a merger, within the meaning of Section 10 of each of the Company's 1996 Option Plans. Each Company Option that is not a Vested Company Option and each Company Option that is a Vested Company Option that has an exercise price per share equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), Price Per Share will automatically be cancelled without any payment being made consideration as of the Effective Time and the Company shall have obtained on or prior to the Closing Date a consent and release from holders of such options in respect thereofthe form attached hereto as EXHIBIT H. As of the Effective Time, each of the Option Plans shall be terminated and all Company Options cancelled (without any liability on the part of the Surviving Corporation other than as expressly set forth in this Section 1.9). The payment Company and the Company board of directors and any committee thereof shall take all actions (including giving requisite notices to holders of Company Options advising them of such cancellations and any rights pursuant to this Section 1.9 and obtaining any requisite consents from holders of Company Options) (y) as are necessary to fully advise holders of Company Options of their rights under the Option Consideration Plans in connection with the Merger and the Company Options and (z) as are necessary to effectuate the provisions of this Section 1.9 under the terms of the Option Plans. From and after the Effective Time, other than as expressly set forth in this Section 1.9, no holder of a Cancelled Company Option shall be reduced by have any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise rights in respect thereof other than to receive payment (if any) for his or her Company Options as set forth in this Section 2.13 and Section 6.181.9. The applicable taxes required to be withheld from Company shall pay the Option Consideration shall reduce first Payments immediately prior to the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Effective Time.

Company Options. (ia) At the Effective Time, Aspen shall assume the Company Equity Incentive Plan and each Company Option (Option, whether vested or portion thereof) unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and vested shall be converted, at the Effective Time, into an option to purchase shares of Aspen Common Stock (an “Assumed Option”), on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of immediately prior to the Effective Time, except for administrative or ministerial changes as determined by the Company Board (or, following the Effective Time, the Aspen Board or compensation committee). The number of shares of Aspen Common Stock subject to each such Assumed Option shall be equal to (i) the number of shares of Company Common Stock subject to the respective Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Aspen Common Stock, and such Assumed Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of the Company Common Stock otherwise purchasable pursuant to the respective Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of immediately prior to the Effective Time (or vests as a result taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the consummation Code, the exercise price, the number of shares of Aspen 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 transactions contemplated hereby) (eachCode; provided further, a “Cancelled Option”) shall, by virtue that in the case of any Assumed Option to which Section 409A of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect Code applies as of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If exercise price, the number of shares of Aspen Common Stock subject to such option and the terms and conditions of exercise price per share of such option shall be determined in a manner consistent with the requirements of Section 409A of the Code in order to avoid the imposition of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable additional taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8thereunder.

Company Options. Not less than five (i5) At Business Days prior to the Effective TimeClosing, the board of directors of the Company shall have adopted resolutions, and the Company hereby agrees to take all other necessary actions, to cause each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time Closing (whether vested or vests as a result of the consummation of the transactions contemplated herebyunvested and whether or not exercisable) (each, a “Cancelled Option”) shall, by virtue of the Merger, to be cancelled canceled and terminated extinguished and automatically converted into the right to receive receive, without interest and as the Merger Consideration sole consideration in respect of each Net Share covered by such Cancelled Company Option; except that, an aggregate amount in lieu cash equal to the product of (1) the excess, if any, of the Merger Considerationfair market value of a Company ordinary share (determined by the Company’s board of directors in accordance with the Company Option Plan and consistent with the requirements of Section 409A of the Code) over the exercise price set forth in the award agreement for such Company Option multiplied by (2) the number of Company shares subject to such Company Option (“Cash Out Payment”), subject to any fractional Net Share applicable income and payroll Taxes required to be withheld (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option ConsiderationRequired Withholding”). The Not less than five (5) Business Days prior to the Closing, the Company shall provide the notice required under Section 6.7 of the Company Option Plan to each holder of each Cancelled an outstanding Company Option concerning the effect of the resolution of the board of directors of the Company as described in this Section 2.7. Each Company Option outstanding immediately prior to the Closing Date, when canceled, extinguished and converted in accordance with this Section 2.7, shall receive at the Effective Time from the Companyno longer be outstanding, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Considerationshall automatically be canceled and shall cease to exist. If the exercise price per share of set forth in the award agreement for any such Cancelled Company Option is equal to or greater than the Merger Considerationfair market value of a Company ordinary share (determined under the conditions described above), such Company Option shall, by direction shall be canceled without payment therefor and shall have no further force or effect. Subject to receipt of Parent (which is hereby given pursuant to a properly completed and duly executed option cancellation letter in substantially the form attached *** Certain information on this Agreement), be cancelled without any payment being made in page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect thereof. The payment of Option Consideration to the omitted portions. hereto as Exhibit B, from each such holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the OrdinanceCompany Options, the CodeCompany shall cause the applicable Subsidiary employer to make the applicable Cash Out Payments less Required Withholding, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion all holders of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Options entitled to payment therefor prior to Closing.

Company Options. (ia) At Subject to Section 6.5(c), at the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the Effective Time and that, following assumption by Vibrant at the Effective Time, will be eligible to be registered on Form S-8, whether or not vested, shall be assumed and converted into an option to purchase Vibrant Ordinary Shares (or vests as a result of the consummation of the transactions contemplated hereby) (each, a an “Cancelled Assumed Option”) shallin a manner consistent with the requirements of Section 409A and, by virtue for Company Options qualified under Section 422 of the MergerCode, Section 424 of the Code, and Vibrant shall assume the Company Plan. All rights with respect to Company Capital Stock under Company Options assumed by Vibrant shall thereupon be cancelled and terminated and converted into the right rights with respect to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatVibrant Ordinary Shares. Accordingly, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll and after the Effective Time: (i) from each Assumed Option may be exercised solely for Vibrant Ordinary Shares, (ii) the Surviving Companynumber of Vibrant Ordinary Shares subject to each Assumed Option shall be determined by multiplying (A) the number of shares of Company Capital Stock that were subject to such Assumed Option, as in effect immediately prior to the Option Consideration. If Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of Vibrant Ordinary Shares and (iii) the per share exercise price for the Vibrant Ordinary Shares issuable upon exercise of each Assumed Option shall be determined by dividing (A) the per share exercise price of any Company Capital Stock subject to such Cancelled Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. Each Assumed Option is equal shall continue to be subject to the same terms and conditions (including the vesting arrangements and other terms and conditions set forth in the Company Plan and the applicable stock option or greater than other agreement) as in effect and applicable to the Merger ConsiderationAssumed Option immediately prior to the Effective Time; provided, such however, that: (A) to the extent provided under the terms of a Company Option, each Assumed Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Vibrant Ordinary Shares subsequent to the Effective Time and (B) the Vibrant Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed Option and the Company Plan.

Company Options. (i) At the Effective Time, by virtue of the Merger and without any action on the part of Ultimate Parent, Parent, Merger Sub, the Company or any other parties, each Company Option (or portion thereof) that is then outstanding, unvested and held by a Continuing Service Provider (a “Continuing Option”) shall be assumed by Ultimate Parent. Each Continuing Option assumed by Ultimate Parent shall continue to have, and be subject to the same terms and conditions of such option immediately prior to the Effective Time, including the vesting restrictions, except for administrative changes that are not adverse to the holder of the Continuing Option or to which the holder consents and except that: (x) each Continuing Option shall be exercisable for a number of shares of common stock of Ultimate Parent (“Ultimate Parent Common Stock”) equal to the product of the number of shares of Company Common Stock that would be issuable upon exercise of the Continuing Option outstanding and vested as of immediately prior to the Effective Time multiplied by a quotient obtained by dividing (or vests as a result of the consummation of the transactions contemplated herebyI) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect by (II) the average closing price of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based Ultimate Parent Common Stock on the Cash Equivalent Consideration NASDAQ Global Select Market for the five trading days immediately preceding (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at but not including) the Effective Time from (the “Exchange Ratio”), rounded down to the nearest whole number of shares of Ultimate Parent Common Stock; and (y) the per share exercise price for the Ultimate Parent Common Stock issuable upon exercise of such assumed Continuing Option shall be equal to the quotient determined by dividing the per share exercise price for such Continuing Option outstanding immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent; and (z) all references to the “Company, or ” in the applicable Company Stock Plans and the applicable Company Option agreements shall be references to Ultimate Parent. It is the intention of the parties that each Company Option so assumed by Ultimate Parent shall qualify following the Effective Time as soon an incentive stock option as practicable thereafter (but defined in no even later than Section 422 of the Company’s first full payroll after Code to the extent permitted under Section 422 of the Code and to the extent such Company Stock Option qualified as an incentive stock option prior to the Effective Time) , and comply with or be exempt from the Surviving Company, the Option Consideration. If the exercise price per share Section 409A of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, and any Applicable Law, ambiguities hereunder will be resolved in a Valid Certificate and otherwise as set forth in manner to maintain such exemption from or compliance with Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 409A of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. (i) At the Effective Time, each all outstanding options --------------- (collectively, "Company Options") to purchase Company Common Stock, including all Company Options granted under the Company's 1995 Stock Option Plan (the "Company Plan"), will be assumed by Parent and the Company's repurchase right with respect to any unvested shares of Company Common Stock acquired upon the exercise of Company Options shall be assigned to Parent. Each Company Option so assumed by Parent shall be entitled, in accordance with the terms of such option, to purchase after the Effective Time that number of shares of Parent Common Stock, determined by multiplying (or portion thereofa) that is outstanding and vested as the number of shares of Company Common Stock subject to such Company Option at the Effective Time by (b) the Common Stock Conversion Number. The exercise price per share for each such assumed option will equal the exercise price of the Company Option immediately prior to the Effective Time (divided by the Common Stock Conversion Number. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share, then the number of shares of Parent Common Stock subject to such option will be rounded down to the nearest whole number and the exercise price of such option will be rounded up to the nearest cent. Except as provided herein or vests in any agreement ancillary hereto and to the extent permitted by applicable law, the term, exercisability, vesting schedule, status as a result an "incentive stock option" under Section 422 of the consummation Code, if applicable, and all other terms of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue Company Options will otherwise be unchanged. Continuous employment with the Company will be credited to an optionee for purposes of determining the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect number of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll that are vested after the Effective Time. Parent will cause the Parent Common Stock issued upon exercise of the assumed Company Options to be registered on Form S-8 of the Securities and Exchange Commission ("SEC") from within 15 business days after the Surviving CompanyEffective Time, and will exercise reasonable commercial efforts to maintain the Option Consideration. If the exercise price per share effectiveness of any such Cancelled Option is equal to or greater than the Merger Consideration, registration statement for so long as such assumed Company Option shall, by direction Options remain outstanding and will reserve a sufficient number of shares of Parent (which is hereby given Common Stock for issuance upon exercise thereof. Parent will administer the Company Plan assumed pursuant to this Agreement), be cancelled without any payment being made Section 2.3 in respect thereof. The payment of Option Consideration to a manner that complies with Rule 16b-3 promulgated by the holder of a Cancelled Option shall be reduced by any applicable tax withholding required SEC under the OrdinanceSecurities Exchange Act of 1934, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8amended ("Exchange Act").

Company Options. Each Company Option that is unexpired, unexercised and outstanding immediately prior to the First Effective Time shall be terminated and cancelled at the First Effective Time without consideration, unless such Company Option is exercised by the holder thereof prior thereto. Effective immediately prior to the First Effective Time, the Company will take all necessary action to (i) At the Effective Timemake all Company Options immediately exercisable, and (ii) amend each Company Option (or portion thereofvested and unvested) such that it is outstanding and vested as of immediately prior to the Effective Time only exercisable for Unvested Company Shares (or vests as a result of the consummation of the transactions contemplated hereby) (eachthese actions, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option ConsiderationAmendment”), such that following the aforementioned exercise, such Company Optionholder shall be treated as holding Unvested Company Shares and treated in the Mergers pursuant to and in accordance with the terms of Sections 1.3(a)(i) and 1.3(a)(iii). The Company may, within its sole discretion, accept a full recourse, secured promissory note from each Company Optionholder (other than as prohibited by Section 402 of the Sarbxxxx-Xxxxx Xxx) up to the amount of the aggregate exercise price to facilitate the exercise described in this Section 1.3(a)(ii) (a “Company Promissory Note”), provided, however, that such Company Promissory Note shall (i) require repayment by the holder thereof as to that percentage of the total balance under the Company Promissory Note equal to the Vesting Percentage by reducing the portion of the Restricted Merger Consideration deliverable as of the First Effective Time, and (ii) require continued repayment following each interval vesting event of the Restricted Merger Consideration as to that percentage of the balance and accrued interest under the Company Promissory Note equal to the Incremental Vesting Percentage on such interval vesting date by reducing the portion of the Restricted Merger Consideration deliverable on such interval vesting date, until the Company Promissory Note is paid in full (such repayment, the “Interval Note Repayment”). The holder of each Cancelled Option shall receive at Upon the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shallHolder’s termination of service, Parent or Acquirer will offset the Repurchase Price to be paid under Section 1.3(a)(iv) below by direction of Parent (which is hereby given pursuant to this Agreement)first discharging all amounts outstanding and payable under the Company Promissory Note, be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced maximum extent permitted by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At Effective as of the Effective Time, each Parent shall assume the Company Option Plans and the option agreements representing the Company Options (the “Option Agreements”) with respect to the Unvested Options; provided, however, that (i) each Unvested Option so assumed shall thereafter be exercisable for such number of shares of Parent Common Stock as equals the number of unvested shares of Company Common Stock subject to such Unvested Option multiplied by the Option Exchange Ratio, (ii) the exercise price per share of each such assumed Unvested Option shall be equal to the exercise price per share set forth in the Option Agreement for such Unvested Option divided by the Option Exchange Ratio, and (iii) the vesting schedule for such assumed Unvested Option shall remain unchanged and as set forth in the Option Agreement for such assumed Unvested Option without any acceleration whatsoever. The Company and the Administrator of the Company Option Plans (the “Administrator”) shall take all actions necessary or portion thereofrequired under the Company Option Plans and the Option Agreements to cause (i) the Company Option Plans and all Unvested Options to be assumed on the terms and conditions set forth in the preceding sentence such that the vesting of no Company Options is outstanding and vested accelerated, (ii) all Vested Options, to the extent not previously exercised, to be terminated effective as of immediately prior to the Effective Time Time, and (or vests as a result of iii) the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, Company Option Plans to be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by amended such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time, (x) from no further option grants may be made under the Surviving CompanyCompany Option Plans, the Option Consideration. If (y) outstanding Options cannot be repriced and (z) the exercise price per share of any such Cancelled Option is equal to for outstanding Options may be paid only in cash or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8check.

Company Options. (ia) At Parent and the Effective TimeCompany shall take all actions necessary to provide that each outstanding option to purchase shares of Company Common Stock granted under any stock option plan, each program or agreement to which the Company Option or any of its subsidiaries is a party (or portion thereofcollectively, the "Stock Plans") that is outstanding to an individual listed in Section 3.4 of the Company Disclosure Schedule (defined in Section 4.1(b)) ("Management Options") shall become fully vested and vested exercisable as of immediately prior to the Effective Time (or vests consummation of the Offer and shall become and represent, effective as a result of the consummation of the transactions contemplated herebyOffer, an option to acquire the number of shares of Parent Common Stock (a "Parent Management Option"), rounded up to the nearest whole share, determined by multiplying (i) (each, a “Cancelled Option”) shall, by virtue the number of shares of Company Common Stock subject to such Management Option immediately prior to the consummation of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered Offer by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individualii) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If Exchange Ratio (as hereinafter defined), at an exercise price per share of Parent Common Stock (increased to the nearest whole cent) equal to the exercise price per share of such Management Option divided by the Option Exchange Ratio; provided, however, that in the case of any such Cancelled Management Option is equal to or greater than which Section 421 of the Merger ConsiderationCode applies by reason of its qualification as an incentive stock option under Section 422 of the Code, such Company Option shallthe conversion formula shall be adjusted if necessary to comply with Section 424(a) of the Code. Following the consummation of the Offer, by direction of each Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Management Option shall be reduced by any exercisable upon the same terms and conditions as were applicable tax withholding required under to the Ordinancerelated Management Option immediately prior to the consummation of the Offer. The Option Exchange Ratio shall be the sum of the Exchange Ratio plus, in the event of a Cash Election, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth number determined by dividing the amount of cash consideration per share of Company Common Stock that would be included in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of by the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Average Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At the Effective Time, each then outstanding Company Option (whether vested or portion thereofunvested) that is outstanding shall be canceled and vested as of immediately prior to the Effective Time extinguished and (or vests as a result of the consummation of the transactions contemplated herebyx) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and automatically converted into the right to receive an amount of cash (without interest) equal to the Merger Consideration in respect product of each Net Share covered by (a) the aggregate number of shares of Common Stock issuable upon exercise of such Cancelled Option; except thatCompany Option and (b) the excess, in lieu if any, of the amount of the Per Share Merger Consideration, any fractional Net Share Closing Consideration over the per share exercise price of such Company Option (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option ConsiderationSettlement Payments”) and (y) entitle the holder thereof to receive its Specified Percentage (as re-calculated following the Closing pursuant to Section 3.05(d)) of the Escrow Amount and Expense Fund Amount (if any), without interest, as set forth on the Company Holder Payment Schedule to the extent released to such holder pursuant to Section 3.13(e), Section 9.10 and Section 10.16(f) (such payments, the “Option Additional Payments”); provided, however that the per share exercise price of such Company Option shall be deducted from the Option Additional Payments to the extent such exercise price has not been previously taken into account in determining either the Option Settlement Payments or any previous Option Additional Payments (such Option Additional Payments, together with the Option Settlement Payments, the “Aggregate Option Payments”). The holder of each Cancelled Surviving Corporation shall distribute all Option shall receive Settlement Payments owing to an Optionholder pursuant to the Company Holder Payment Schedule, without interest, at or promptly after the Effective Time from the Company, or as soon as practicable thereafter (but in no even event later than the Company’s first full payroll four (4) Business Days after the Effective Time) from the Surviving Companyby check, the Option Considerationdirect deposit or wire transfer of immediately available funds. If the exercise price per share of any such Cancelled Option is equal All amounts payable to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given an Optionholder pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option Section 3.03 shall be reduced subject to (i) delivery by such Optionholder of any Optionholder Commitment Letter and (ii) reduction by any applicable tax Tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise amounts as set forth provided in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.83.09.

Company Options. (i) At the Effective Time, as a result of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the Company Holders, each then-outstanding Company Option, upon the terms and subject to the conditions set forth in this Section 1.9(a)(ii) and throughout this Agreement, including the holdback provisions set forth herein, shall be cancelled and extinguished and be converted automatically into the right to receive, upon execution and delivery by the applicable holder of such Company Option of an Option Cancellation Agreement with respect to such Company Option, in substantially the form attached hereto as Exhibit I (or an “Option Cancellation Agreement”), an amount in cash per share subject to the portion thereof) of such Company Option that is outstanding vested and vested exercisable as of immediately prior to the Effective Time equal to the difference between (or vests as a result of A) the consummation of Company Per Share Amount and (B) the transactions contemplated hereby) per-share exercise price associated with such Company Option (eachsubject to any applicable withholding obligations), a “Cancelled Option”) shallin accordance with the Consideration Spreadsheet; provided, by virtue of however, that, to the Mergerextent such Company Option is unvested at the Effective Time, such Company Option shall be cancelled and terminated and converted into without the right payment of any consideration. For purposes of calculating the amount to receive be paid to each Company Optionholder at the Effective Time, the amounts described in this Section 1.9(a)(ii) shall be calculated assuming that the Total Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of is equal to the Initial Merger Consideration, any fractional Net Share (and shall be adjusted following the Closing as set forth herein. The aggregate amount to be paid to a Company Optionholder for Company Options held immediately prior to the Effective Time shall be rounded down to the nearest whole cent and computed after aggregating cash amounts for all shares represented by all Cancelled Company Options held by each particular holder of Company Options. The aggregate amount of cash payable with respect to all such individualCompany Options under this Section 1.9(a)(ii) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter is referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (ia) At the Effective Time, and except as may be contemplated by Section 5.11 hereof, each Company Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Acquiror Common Stock, and the Acquiror shall assume each Company Option, in accordance with the terms of the Company Stock Option Plans and stock option agreement by which it is evidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or portion thereofa duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) that is outstanding and vested as each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Acquiror Common Stock subject to such Company Options shall be equal to the number of shares of Company Common Stock subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (or vests iv) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price under each such Company Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding the preceding sentence, each Company Option which is an "incentive stock option" shall be adjusted as a result required by Section 424 of the consummation Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the transactions contemplated herebyoption within the meaning of Section 424(h) (each, a “Cancelled Option”) shall, by virtue of the MergerCode, and all Company Options shall be cancelled and terminated and converted into adjusted, if necessary, so as not to impair the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu eligibility of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”)for pooling of interests accounting treatment. The holder Acquiror and the Company agree to take all necessary steps to effect the foregoing provisions of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this AgreementSection 2.9(a), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. (i) At the Initial Merger Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of under the Company ESOP immediately prior to the Initial Merger Effective Time, whether vested or unvested, shall, automatically and without any required action on the part of any holder or beneficiary thereof, be assumed by PubCo and converted into an option to purchase PubCo Class A Ordinary Shares (each, an “Assumed Option”) under the PubCo Incentive Equity Plan, in accordance with the Payment Spreadsheet. Each Assumed Option shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately prior to the Initial Merger Effective Time (or vests as a result including expiration date, vesting conditions, and exercise provisions, and the provisions requiring the holder of Assumed Options to not, prior to the six month anniversary of the consummation Closing Date, directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer, or agree to engage in any of the foregoing transactions contemplated hereby) with respect to, any shares acquired upon exercise of an Assumed Option (eachand solely for purposes of calculating the 85% threshold set forth in Section 9.2(f), holders of Company Options subject to such lock-up restrictions shall be included in such calculation as if they had executed a “Cancelled Option”) shall, by virtue counterpart of the MergerLock-Up Agreement with respect to such Company Options), except that (i) each Assumed Option shall be cancelled exercisable for that number of PubCo Class A Ordinary Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Ordinary Shares subject to such Company Option immediately prior to the Initial Merger Effective Time multiplied by (B) the Company Exchange Ratio; and terminated and converted into (ii) the right to receive the Merger Consideration in respect of per share exercise price for each Net PubCo Class A Ordinary Share covered by such Cancelled Option; except that, in lieu issuable upon exercise of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) Assumed Option shall be settled in cash based on equal to the Cash Equivalent Consideration quotient (such consideration being hereinafter referred rounded up to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter nearest whole cent) obtained by dividing (but in no even later than the Company’s first full payroll after the Effective TimeA) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal Company Ordinary Shares subject to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration immediately prior to the holder Initial Merger Effective Time by (B) the Company Exchange Ratio; provided, however, that the exercise price and the number of a Cancelled PubCo Class A Ordinary Shares purchasable under each Assumed Option shall be reduced by determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any applicable tax withholding required under Company Option to which Section 422 of the OrdinanceCode applies, the Code, any Applicable Law, a Valid Certificate exercise price and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to the number of PubCo Class A Ordinary Shares purchasable under such Assumed Option shall be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with the foregoing in a manner that satisfies the requirements of Section 2.8424(a) of the Code.

Company Options. (i) At the Effective Time, each issued and outstanding option to purchase or otherwise acquire Company Shares (whether or not vested) ("ASSUMED OPTIONS") issued pursuant to the Company's 1995 Stock Option Plan, dated November 4, 1995 (or portion thereofthe "OPTION PLAN") that is outstanding shall be assumed by Cirrus in connection with the Merger. Each Assumed Option so assumed by Cirrus under this Agreement shall continue to have, and vested as of be subject to, the same terms and conditions set forth in the Option Plan immediately prior to the Effective Time (including, without limitation, any vesting schedule or vests as a result repurchase rights, but not taking into account any changes thereto, including the acceleration thereof, provided for in the Option Plan resulting from the Merger), except that (i) each Assumed Option will be exercisable for that number of shares of Cirrus Common Stock equal to the product of the consummation applicable Exchange Percentage set forth in Schedule 2.2 attached hereto for such Assumed Option multiplied by a fraction equal to: (A) the product of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect multiplied by the number of each Net Share covered by Company Shares that were issuable upon exercise of such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred Assumed Option immediately prior to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time, over (B) from the Surviving CompanyAverage Closing Price, rounded down to the nearest whole number of shares of Cirrus Common Stock, and (ii) the per share exercise price for the shares of Cirrus Common Stock issuable upon exercise of such Assumed Option Consideration. If will be equal to the quotient determined by dividing: (A) the product of the exercise price per share of any Company Share at which such Cancelled Assumed Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the holder Effective Time multiplied by that number of a Cancelled Option shall be reduced by any applicable tax withholding required under Company Shares that were issuable upon the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion exercise of the Assumed Option Consideration with any remaining amount reducing prior to the Effective Time, over (B) that number of shares of Cirrus Common Stock Merger Consideration portion of for which the Assumed Option Considerationwill be exercisable, with rounded up to the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8nearest whole cent.

Company Options. (i) At As of the Effective Time, each stock option (“Company Options”) granted pursuant to the Networks in Motion 2005 Stock Incentive Plan (the “Company Plan”) shall terminate by virtue of the Merger and each holder of a Company Option (or portion thereof) that is outstanding shall cease to have any rights with respect thereto, other than as described in this Section 2.7(e). The Company has amended the Company Plan to provide for certain Company Options to be cashed-out and vested as of immediately terminated prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled OptionCash-Out Options”) shalland for the holders of such Cash-Out Options to receive Cash-Out Option Payments promptly following the Effective Time and Cash-Out Escrow Payments, by virtue if any, pursuant to the Escrow Agreement. Immediately prior to the Effective Time (i) Company Options that are not Cash-Out Options (whether or not then vested) shall vest, and (ii) each holder of the Merger, Company Options that are not Cash-Out Options shall be cancelled and terminated and converted into deemed to have exchanged all such holder’s Company Options for the right to receive the Option Merger Consideration Consideration, subject to the same adjustments applicable to holders of Company Common Stock receiving the Merger Consideration. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Corporation or the Paying Agent will be treated for all purposes of this Agreement as having been paid to the holder of Cash-Out Options or Company Options in respect of each Net Share covered by whom such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Considerationdeduction and withholding was made. If the exercise price per share of any such Cancelled Company Option is equal to or greater than the Merger Considerationaggregate consideration payable to holder of a Company Option at the Closing, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), shall be cancelled canceled without any payment being made in respect thereof. The payment of Option Consideration Prior to the Effective Time, the Company shall take all actions required by the Company Plan under which such Company Options were granted to cause such Company Plan and all Company Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Corporation. Not later than the time at which the Company gives notice of the Merger and the transactions contemplated by this Agreement to Company Stockholders, the Company shall notify each holder of a Cancelled Company Options, in writing, of the proposed Merger and the transactions contemplated by this Agreement (the “Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18Holder Notice”). The applicable taxes required Option Holder Notice shall apprise the holders of the Company Options (i) of the proposed amendment to the Company Plan and (A) which holders will be withheld from entitled to the Cash-Out Option Payment and Cash-Out Escrow Payments, if any, and (B) which holders will be entitled to the Option Consideration Merger Consideration, (ii) that the holders of such Company Options that are not Cash-Out Options will be deemed to have exchanged all such holder’s Company Options immediately prior to the Effective Time for the Option Merger Consideration, and (iii) that all Company Options will terminate at the Effective Time and no longer be outstanding. At the Closing, Parent shall reduce first deliver to the Cash Merger Consideration portion Escrow Agent out of the Option Consideration with any remaining amount reducing Initial Cash Amount the Stock Merger Consideration portion of Cash-Out Escrow Amount for deposit into an escrow account (the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee “Escrow Account”) in accordance with Section 2.8the Escrow Agreement.

Company Options. (i) At the Effective TimeSubject to applicable law and regulation, each Company Option (or portion thereof) that is outstanding and vested as of immediately prior subject to the Effective Time (or vests as a result terms of the consummation Company's employee stock options, Crown shall make an offer to each holder of the transactions contemplated hereby) (eachCompany's employee stock options outstanding on the date of this Agreement, a “Cancelled Option”) shall, by virtue and each holder of the MergerNew Options and the 1994 Options to the extent issued in accordance with this Agreement (the outstanding options, be cancelled the New Options and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled 1994 Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter are collectively referred to as the “Option Consideration”). The holder "Outstanding Options") in respect of each Cancelled Option shall receive the Common Stock for which such Outstanding Options have not been exercised as of the Closing Date, to settle such holder's options, at the Effective Time from the Companysole discretion of Crown, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Timei) from the Surviving Company, the Option Consideration. If the exercise for cash at a price per share of any such Cancelled Option is Common Stock equal to the Cash Election Price to the extent such options are "in the money", provided that Crown shall indemnify the holder against all tax claims and liabilities resulting from such settlement, (ii) by issuing options on Crown Common Stock that are exercisable at such price as Crown determines not in excess of the then current market price for Crown Common Stock that preserve, to the fullest extent practical, the provisions of such holder's options as to the duration of such options, the conditions for vesting of such options and the conditions for exercise of such options or greater than the Merger Consideration, such Company Option shall, (iii) by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration offering a choice to the holder of (i) or (ii), or a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, combination of (i) and (ii) in a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required proportion to be withheld agreed between Crown and the option holder, provided that in the cases described in this clause (iii) Crown shall have no obligation to indemnify a holder who elects cash from any tax claims and liabilities resulting from such settlement. In addition, subject to applicable law and regulation, to the Option Consideration shall reduce first extent any employee or former employee of the Company is prohibited under applicable law or regulation from transferring Common Stock received upon exercise of options, Crown shall, on the date such employee or former employee is permitted to transfer such Common Stock, offer such employee or former employee the right to tender such Common Stock to Crown for Units (in an amount determined by applying the Exchange Ratio as adjusted on the Measurement Date, and provided Crown Preferred Stock is then outstanding) or cash in an amount equal to the Cash Merger Consideration portion of Election Price, in each case on the Option Consideration with any remaining amount reducing same basis offered in the Stock Merger Consideration portion of the Option Consideration, Offer. Subject to compliance with the value of foregoing, nothing herein shall limit Crown with respect to restricting or terminating such options as agreed between Crown and the stock portion for purposes holders of such deduction determined based on the Parent Average Trading Priceoptions. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.82.

Company Options. (i) At Prior to the Effective TimeClosing, the Company shall take all necessary action so that each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Merger, shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive extinguished at the Effective Time from without any further action on the part of Parent, Merger Sub or the Company, or and shall cause such former holder of such Company Option to execute and deliver an Option Surrender Agreement, in substantially the form attached as soon as practicable thereafter Exhibit F hereto (but in no even later than an “Option Cancellation Agreement”), pursuant to which, and contingent upon the Company’s first full payroll after the Effective Time) from the Surviving Companyreceipt of which, the Option Consideration. If the exercise price per share former holder of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent shall be entitled to receive (which is hereby given without interest and subject to applicable Tax withholding pursuant to this Agreement)Section 1.11) for each such Company Option, be cancelled without any payment being made in respect thereof. The payment of Option Consideration subject to the holder terms and conditions of his or her Option Cancellation Agreement, and in all cases consistent with the Spreadsheet: (1) a Cancelled Option shall be reduced by any applicable tax withholding required under portion of the Ordinance, Closing Payments to Qualified Recipients (to the Code, any Applicable Law, a Valid Certificate and otherwise extent it is greater than Zero Dollars ($0)) as set forth in Section 2.13 the applicable Option Cancellation Agreement and Section 6.18. The applicable taxes required to be withheld from consistent with the Option Consideration shall reduce first the Cash Merger Consideration Spreadsheet, (2) a portion of the Earnout Payments to Qualified Recipients (to the extent it is greater than Zero Dollars ($0)) as set forth in the applicable Option Consideration Cancellation Agreement and consistent with any remaining amount reducing the Stock Merger Consideration Spreadsheet, and (3) a portion of the Deferred Amounts to Qualified Recipients (to the extent it is greater than $0) as set forth in the applicable Option Consideration, Cancellation Agreement and consistent with the value Spreadsheet. (d) Prior Company Bonus Arrangements. Prior to the Closing, the Company shall take all necessary action so that each Prior Company Bonus Arrangement that is outstanding as of immediately prior to the Effective Time shall be cancelled and extinguished at the Effective Time without any further action on the part of Parent, Merger Sub or the Company, and shall cause the individual who was a party to such Prior Company Bonus Arrangement to execute and deliver a Bonus Cancellation Agreement, in substantially the form attached as Exhibit G hereto (a “Bonus Cancellation Agreement”), pursuant to which, and contingent upon the Company’s receipt of which, such individual shall be entitled to receive (without interest and subject to applicable Tax withholding pursuant to Section 1.11) subject to the terms and conditions of his or her Bonus Cancellation Agreement, and in all cases consistent with the Spreadsheet: (1) a portion of the stock Closing Payments to Qualified Recipients (to the extent it is greater than $0) as set forth in the applicable Bonus Cancellation Agreement and consistent with the Spreadsheet, (2) a portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder Earnout Payments to Qualified Recipients (to the extent it is greater than $0) as set forth in the applicable Bonus Cancellation Agreement and consistent with the Spreadsheet, and (3) a portion of each Cancelled Option that the Deferred Amounts to Qualified Recipients (to the extent it is a Company 102 Option or that is otherwise held by greater than $0) as set forth in the 102 Trustee shall receive applicable Bonus Cancellation Agreement and consistent with the Option Consideration through the 102 Trustee in accordance with Section 2.8Spreadsheet.

Company Options. (ia) At Subject to Section 6.5(c), at the Effective Time, each Company Option (or portion thereof) that is outstanding and vested as of unexercised immediately prior to the Effective Time and that, following assumption by Gem at the Effective Time, will be eligible to be registered on Form S-8, whether or not vested, shall be assumed and converted into an option to purchase Gem Common Stock (or vests as a result of the consummation of the transactions contemplated hereby) (each, a an “Cancelled Assumed Option”) shallin a manner consistent with the requirements of Section 409A and, by virtue for Company Options qualified under Section 422 of the MergerCode, Section 424 of the Code, and Gem shall assume the Company Plan] All other Company Options shall be cancelled and terminated and immediately prior to the Effective Time. All rights with respect to Company Common Stock under Company Options assumed by Gem shall thereupon be converted into the right rights with respect to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatGem Common Stock. Accordingly, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll and after the Effective Time: (i) from each Assumed Option may be exercised solely for shares of Gem Common Stock, (ii) the Surviving Companynumber of shares of Gem Common Stock subject to each Assumed Option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Assumed Option, as in effect immediately prior to the Option Consideration. If Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Gem Common Stock and (iii) the per share exercise price of each Assumed Option shall be determined by dividing (A) the per share exercise price of any such Cancelled Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. Each Assumed Option is equal shall otherwise continue to be subject to substantially the same terms and conditions (including the vesting arrangements and other terms and conditions set forth in the Company Plan and the applicable stock option or greater than other agreement) as in effect and applicable to the Merger ConsiderationAssumed Option immediately prior to the Effective Time; provided, such however, that: (A) to the extent provided under the terms of a Company Option, each Assumed Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Gem Common Stock subsequent to the Effective Time and (B) the Gem Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed Option and the Company Plan.

Company Options. (i) At the Effective Time, each Company Vested Option shall be automatically cancelled and, in consideration of such cancellation, upon receipt of an acknowledged Notice to Optionholder substantially in the form attached as Exhibit 2.9(a)(1) (“Notice to Optionholder”), Buyer or portion thereofthe Surviving Corporation shall pay to each holder of In-the-Money Company Vested Options (a) that is outstanding and vested as of immediately prior an amount in respect thereof equal to the Effective Time product of (or vests as a result i) the Allocated Consideration attributable to each such In-the-Money Company Vested Option and (ii) the number of unexercised shares of Company Common Stock subject thereto, less (b)(i) an interest in the Escrow Account equal to such holder’s share of the consummation Escrow Amount with respect to such In-the-Money Company Vested Options determined in accordance with Section 2.5(b)(i) and (ii) such holder’s applicable Stockholder Representative Expense Amount with respect to such In-the-Money Company Vested Options determined in accordance with Section 2.5(b)(ii), and such withheld amounts shall be payable as set forth in Section 2.5(b) and the Escrow Agreement. Each Company Unvested Option shall be cancelled and, conditioned upon the execution of and subject to the transactions contemplated herebyterms of a Substitute Stock Option Agreement by and between Buyer and the holder of such Company Unvested Option, substantially in the form attached as Exhibit 2.9(a)(2) hereto, substituted therefor shall be an option (each, a “Cancelled Substitute Option”) shallto purchase Buyer’s common stock, by virtue par value $0.001 per share, in a substitution that will not be deemed a grant of a new option for purposes of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu rules under Section 409A of the Merger Consideration, any fractional Net Share (after aggregating Code. Schedule 2.9 contains a list of all Company Unvested Options and the number of shares represented by all Cancelled Options held by of Buyer’s common stock subject to the Substitute Option that will be substituted for each such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Company Unvested Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If and the exercise price per share of Buyer common stock of such Substitute Option. As of the Effective Time, the Option Plan shall terminate and all rights under any such Cancelled Option is equal to provision of any other plan, program or greater than arrangement providing for the Merger Consideration, such Company Option shall, by direction issuance or grant of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made other interest in respect thereofof the capital stock of the Company shall be cancelled. The payment of Company shall use all reasonable efforts to effectuate the foregoing, including, but not limited to, amending the Option Consideration Plan as required, sending out the requisite notices and obtaining all consents necessary to cash out and/or cancel all Company Options to ensure that, after the holder of a Cancelled Option Effective Time, no person shall be reduced by have any applicable tax withholding required right under the OrdinanceOption Plan, the Code, any Applicable Law, a Valid Certificate and otherwise except as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8herein.

Company Options. (i) At On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, each Company Option (Option, whether vested or portion thereof) unvested, that is outstanding and vested unexercised as of immediately prior to the Effective Time and that is held by an Employee who, immediately following the Effective Time, is a Continuing Employee shall be assumed by Acquiror and converted into an option to purchase Acquiror Common Stock, subject to and conditioned upon the holder of such Company Option agreeing to the terms and conditions set forth in Schedule 1.8(d)(i) prior to the Effective Time (or vests such conditions, the “Assumed Option Conditions”). Except as a result of the consummation of the transactions contemplated hereby) otherwise set forth in this Agreement, each assumed Company Option (each, a an “Cancelled Assumed Option”) shallshall continue to have, by virtue and be subject to, the same terms and conditions set forth in the Company Option Plan and the Company Option agreement relating thereto as in effect immediately prior to the Effective Time, except that (x) such Assumed Company Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of the Merger, be cancelled and terminated and converted into the right number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, multiplied by the Option Consideration. If Exchange Ratio, rounded down to the nearest whole number of shares of Acquiror Common Stock; (y) the per share exercise price for the shares of Acquiror Common Stock issuable upon exercise of such Assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of any Company Common Stock at which such Cancelled Option is equal to or greater than the Merger Consideration, such Assumed Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration was exercisable immediately prior to the holder of a Cancelled Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent; and (z) such Assumed Company Option shall be reduced by any applicable tax withholding required under subject to the Ordinanceterms and conditions of the Assumed Option Conditions. Notwithstanding anything herein to the contrary, the exercise price of each Assumed Option, the number of shares of Acquiror Common Stock issuable pursuant to each Assumed Option and the terms and conditions of each Assumed Option shall in all events be determined in material compliance with Section 409A of the Code, and in the case of any Applicable Law, a Valid Certificate and otherwise Company Option that qualifies as set forth in an “incentive stock option” within the meaning of Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion 422 of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion Code, Section 424(a) of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Code.

Company Options. (i) At the Effective Time, each Each Company Option (whether vested or portion thereofunvested) that is unexpired, unexercised and outstanding and vested as of immediately prior to the Effective Time (shall be cancelled and extinguished, and no such Company Option shall be substituted with any equivalent option or vests as a result right to purchase or otherwise acquire any Acquirer Common Stock or other Equity Interests of Acquirer. Upon cancellation thereof, each such Company Option that has an exercise price less than the consummation of the transactions contemplated hereby) Per Share Closing Total Value (each, a an “Cancelled In-the-Money Company Option”) shall, by virtue of the Merger, shall be cancelled and terminated and automatically converted into the right to receive receive, subject to and in accordance with Section 1.4, in each case in cash without any interest payable thereon: (A) the Merger Consideration Option Consideration; plus (B) in the event any Excess Amount becomes payable to Company Securityholders pursuant to Section 1.6(f), the portion of such Excess Amount payable in respect of each Net Share covered by such Cancelled Company Option in accordance with this Agreement; plus (C) in the event any Milestone Payment becomes due to the Company Securityholders pursuant to Section 1.7, the portion of such Milestone Payment payable in respect of each such Company Option in accordance with Section 1.7. Each Company Option that is not an In-the-Money Company Option (an “Out-of-the-Money Company Option; except that, in lieu ”) shall be cancelled and extinguished without consideration and without any present or future right to receive any portion of the Merger Consideration. If, however, after giving effect to any Excess Amount or Milestone Payment required to be paid to the Company Securityholders, as and when such payments are required to be made, any fractional Net such Company Option that was an Out-of-the-Money Company Option at the Closing would no longer be an Out-of-the-Money Company Option (because the sum of the Per Share (after aggregating all shares represented by all Cancelled Options held by Closing Total Value and such individual) shall be settled portion of the Excess Amount or Milestone Payment payable in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder respect of each Cancelled share of Company Common Stock into which such Company Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later is exercisable is greater than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal Company Option), then, as of the date of payment of such Excess Amount or Milestone Payment: (1) the holder thereof shall be eligible to or greater than receive the amounts contemplated by clauses (B) and (C) above, as applicable; and (2) the Securityholders’ Agent shall, based on the information provided in the Spreadsheet, recalculate all applicable amounts and each Company Securityholder’s Milestone Pro Rata Share (which recalculation shall include such former Out-of-the-Money Company Options in the Fully Diluted Company Capital Stock and shall take into account the aggregate exercise price of such former Out-of-the-Money Company Options and all prior distributions of Merger ConsiderationConsideration made to Company Securityholders, and the resulting changes in amounts payable following the time such Company Option shallceases to be an Out-of-the-Money Company Option and becomes an In-the-Money Company Option to all Company Securityholders) and update the Spreadsheet or Milestone Payment Schedule, by direction of Parent (which is hereby given pursuant as applicable, and promptly provide or cause to this Agreement)be provided the updated Spreadsheet or Milestone Payment Schedule, be cancelled without any payment being made in respect thereofas applicable, to Acquirer and the Exchange Agent. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value Excess Amount or Milestone Payments, or release of any portion of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The Adjustment Escrow Funds, Indemnity Escrow Funds or Expense Fund to any holder of Employee Options shall be paid at such time(s) as provided in this Agreement to Acquirer or the Surviving Corporation for further payment to the holders of Employee Options through Acquirer’s or the Surviving Corporation’s payroll processing system, as described in Section 1.4, net of applicable Tax withholding and deductions pursuant to Section 1.9, and in respect of Non-Employee Options, shall be paid to the Exchange Agent for further payment to the holders of Non-Employee Options, provided that, as a condition to payment of any amount owed to a holder of Non-Employee Options in respect of Non-Employee Options, each Cancelled Option that is a Company 102 Option or that is otherwise held by such holder of Non-Employee Options must have first delivered to the 102 Trustee shall receive Exchange Agent the Option Consideration through the 102 Trustee in accordance with Section 2.8Exchange Documentation.

Company Options. (i) At the Effective Time, each Company Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Parent Common Stock, and Parent shall assume each Company Option, in accordance with the terms of the applicable Company Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and Parent Board (or portion an appropriate committee thereof) that is outstanding shall be substituted for the Company and vested as the Company Board (or an appropriate committee thereof) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Option shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time (or vests as a result of multiplied by the consummation of the transactions contemplated hereby) (eachStock Option Exchange Ratio, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, provided that any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by of Parent Common Stock resulting from such individual) multiplication shall be settled in cash based on rounded down to the Cash Equivalent Consideration nearest share, and (such consideration being hereinafter referred to as iv) the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the per share exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, under each such Company Option shallshall be adjusted by dividing the per share exercise price under each such Company Option by the Stock Option Exchange Ratio, by direction provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of Parent (the preceding sentence, each Company Option which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option an "incentive stock option" shall be reduced adjusted as required by any applicable tax withholding required under the Ordinance, Section 424 of the Code, any Applicable Lawand the regulations promulgated thereunder, so as not to constitute a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion modification, extension or renewal of the Option Consideration with any remaining amount reducing option within the Stock Merger Consideration portion meaning of Section 424(h) of the Option Consideration, with Code. Parent and the value Company agree to take all necessary steps to effect the foregoing provisions of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with this Section 2.83.10.

Company Options. (i) Neither Parent nor the Surviving Corporation will assume any Company Options. At the Effective Time, each Vested Company Option (or portion thereof) that is outstanding outstanding, unexpired and vested unexercised as of immediately prior to the Effective Time shall be cancelled in exchange for the right to receive, net of each Vested Company Option’s exercise price and, in each case pursuant to the terms hereof, the applicable Plan, any applicable Contract between the holder thereof and the Company: (or vests as a result 1) the portion of the consummation Total Closing Consideration such Vested Company Option is entitled to receive, plus (2) the portion of the transactions contemplated herebyEscrow Amount (if any) that is released pursuant to the terms hereof and which such Vested Company Option is so entitled to receive, plus (each, a “Cancelled Option”3) shall, by virtue the portion of the MergerRepresentative Expense Amount (if any) that is released pursuant to the terms hereof and which such Vested Company Option is so entitled to receive. At the Effective Time, each Unvested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the Effective Time and held by a Continuing Employee (other than a Key Employee) shall be converted into an option to purchase shares of Parent Common Stock, subject to the same vesting conditions (except acceleration) and proportionate exercise price (based on the Exchange Ratio) as were applicable to such Unvested Company Option and such other terms and conditions as are set forth in the Parent Equity Plan and an option agreement thereunder. The shares into which such Unvested Company Option are exercisable and the exercise price of such Unvested Company Option shall be converted based on the Exchange Ratio, as Parent may reasonably determine in a manner consistent with the terms hereof and in consultation with the Company. At the Effective Time, each Unvested Company Option that is outstanding, unexpired and unexercised as of immediately prior to the Effective Time and held by either a Key Employee or a Person that is not a Continuing Employee shall be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”)for no consideration. The Company shall, prior to the Effective Time, cause to be taken all actions necessary to effectuate the terms of this Section 1.4(b)(iii) and to ensure that no holder of each Cancelled Option Company Options shall receive at have any rights from and after the Effective Time from the Company, or with respect to any Company Options except as soon as practicable thereafter (but expressly provided in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Considerationthis Section 1.4(b)(iii). If the exercise price per share of any All such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option amounts and calculations and components thereof shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Closing Payment Spreadsheet.

Company Options. (i) At the Effective Time, each outstanding Company Option that is vested as of the Effective Time (a "Vested Company Option"), shall, subject to the proviso of this sentence, automatically be cancelled at the Effective Time and converted into the right to receive, at the Effective Time, a lump sum cash payment equal to the product of (i) the number of shares subject to such Vested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Vested Company Option (or portion thereof) the product of such amounts, the "Cash Payment"), PROVIDED that in lieu of the Cash Payment, a holder of a Vested Company Option may elect at any time prior to such date determined by the Company that is in advance of the Effective Time and communicated to the holders of Vested Company Options to convert his or her Vested Company Option at the Effective Time into an option to purchase the Merger Consideration at the same exercise price, and otherwise subject to such terms and conditions (including those related to accelerated vesting) as set forth in the Company Stock Plans and the related option agreement under which it was granted immediately prior to the Effective Time. With respect to any Vested Company Options for which the holder thereof has not elected to receive the Cash Payment, Parent shall take all necessary action to provide that, from and after the Effective Time, the holder of such Vested Company Option shall be permitted to exercise such Vested Company Option by means of delivering a properly executed exercise notice to Parent, together with a copy of irrevocable instructions to a broker to deliver promptly to Parent the amount of sale or loan proceeds necessary to pay the exercise price of such Vested Company Option, and, if requested, the amount of any federal, state, local or foreign withholding taxes. Each outstanding Company Option other than a Vested Company Option (each, an "Unvested Company Option") shall automatically be cancelled at the Effective Time, and vested an amount equal to the product of (i) the number of shares subject to such Unvested Company Option and (ii) the excess, if any, of (A) the Merger Consideration over (B) the exercise price per share of such Unvested Company Option shall be credited as an opening balance of a deferred compensation account for each of the holders of such Unvested Company Options, which balance, and any earnings thereon, shall be non-transferable and forfeitable until the Unvested Company Options vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. If the Unvested Company Option held by any individual holder of a Company Option as of immediately prior to the Effective Time (or vests as relates to at least 10,000 shares of Company Common Stock, the Company shall establish a result grantor "rabbi" trust and deposit therein an amount of cash equal to the amount of deferred compensation credited to each such holder's account pursuant to the terms of the consummation holder's option agreement. A single trust may be established for the benefit of each holder and other employees with similar rights to deferred compensation, but the trustee must maintain an account for each holder identifying trust assets relating to the Company's deferred compensation obligations to each holder. Initially, the trustee of the transactions contemplated hereby) (eachtrust shall be the Designated Officer or such other trustee as the Designated Officer may designate, a “Cancelled Option”) shall, by virtue and any successor to the trustee shall be subject to the approval of the MergerDesignated Officer. If the portion of the Unvested Company Option immediately prior to the Effective Time relates to less than 10,000 shares of Company Common Stock, the Company shall not be cancelled required to establish a grantor "rabbi" trust with respect to its obligation to the holder. All amounts in each holder's deferred compensation account shall be deemed invested in a registered money market fund, except that such amounts may be instead deemed invested in alternative investment vehicles as agreed to from time to time by the Company and terminated and converted into the right holder. Upon vesting of the account, each holder shall be entitled to receive payment, in settlement of his or her deferred compensation account, of a cash amount equal to the Merger Consideration then-value of such holder's deferred compensation account, based on the performance of such deemed investments. Each holder's deferred compensation account shall at all times be guaranteed by the Parent. Except as expressly provided otherwise in respect this Agreement, the Board of each Net Share covered Directors of the Company shall not accelerate the vesting of any Company Options unless such acceleration is required by such Cancelled Option; except the terms of the Company Stock Plans or the agreements under which the Company Options were granted, provided, that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented resignation by all Cancelled Options held by such individualany incumbent Company director required under Section 1.3(a) shall be settled in cash based on the Cash Equivalent Consideration treated as termination of service without cause (such consideration being hereinafter referred to as the “Option Consideration”solely for purposes of vesting). The holder For purposes of each Cancelled the foregoing, to the extent a particular Company Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Companyis only partially vested, the Option Consideration. If the exercise price per share vested portion of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), will be cancelled without any payment being made in respect thereof. The payment of treated as a Vested Company Option Consideration to and the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration unvested portion of the such Company Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a will be treated as an Unvested Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Option.

Company Options. (ia) At Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, Time each Company Option (or portion thereof) that is outstanding and vested as of immediately prior unexercised option to the Effective Time (or vests as a result purchase Company Common Shares granted under any of the consummation of the transactions contemplated hereby) Company Incentive Plans (each, a “Cancelled Company Option”), whether or not exercisable or vested, shall be converted into an option to purchase Parent Common Shares (each, a “New Parent Option”), on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in the Company Incentive Plans or other agreement set forth on the Company Disclosure Letter). Each New Parent Option shall be exercisable for a number of Parent Common Shares equal to (i) shallthe number of Company Common Shares subject to the Company Option to which such New Parent Option relates multiplied by (ii) the Option Exchange Ratio, by virtue rounded to the nearest share. The per share exercise price of each New Parent Option shall equal (A) the per share exercise price of the MergerCompany Option to which such New Parent Option relates divided by (B) the Option Exchange Ratio, be cancelled and terminated and converted into rounded to the right to receive the Merger Consideration in respect nearest one-hundredth of each Net Share covered by such Cancelled Option; except thata cent. For this purpose, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder Exchange Ratio” shall be equal to a fraction, the numerator of each Cancelled Option shall receive which is the per share dollar value of the REIT Merger Consideration on the Closing Date (with the portion of the REIT Merger Consideration that consists of Parent Common Shares valued at the Effective Time from Closing Date Market Price) and the Companydenominator of which is the Closing Date Market Price; provided, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Companyhowever, that if a Special Dividend is declared pursuant to Section 10.3, the Option Consideration. If the exercise price per share of any such Cancelled Option is Exchange Ratio shall be an amount equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration foregoing plus an amount equal to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under quotient that results from dividing the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held Special Dividend Amount by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8Closing Date Market Price.

Company Options. (i) At the Effective Time, each Company Option (or portion thereof) that is outstanding and vested unexercised as of immediately prior to the Effective Time Time, whether then vested or unvested, shall be assumed by Acquiror and converted into (or vests as i) an option to purchase a result number of shares of Acquiror Common Stock (rounded down to the consummation of the transactions contemplated herebynearest whole share) (eachsuch option, a an “Cancelled Exchanged Option”) shall, by virtue equal to (A) the number of the Merger, be cancelled and terminated and converted into the right shares of Company Common Stock subject to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred Company Option immediately prior to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time, multiplied by (B) from the Surviving CompanyExchange Ratio, at an exercise price per share (rounded up to the Option Consideration. If nearest whole cent) equal to (1) the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration immediately prior to the holder of a Cancelled Option shall be reduced Effective Time, divided by any applicable tax withholding required under (2) the Ordinance, Exchange Ratio and (ii) the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required contingent right to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee Company Earnout Shares in accordance with Section 2.83.03; provided, however, that the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to such Exchanged Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code (including that share amounts will be rounded down to the nearest whole share and exercise prices will be rounded up to the nearest whole cent). Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. Each Company Option that (i) At is unvested and outstanding as of immediately prior to the Effective Time shall, as of the Effective Time, each Company Option or (or portion thereofii) is vested and outstanding as of immediately prior to the Effective Time and (A) has a per share exercise price that is outstanding greater than or equal to the Merger Consideration, and vested (B) is held by an employee, director or consultant of the Company who is providing services to the Company as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated hereby) (eacheach such Company Option, a “Cancelled Vested Out-of-the-Money Option”) shall, by virtue of the Merger, shall be cancelled and terminated assumed and converted into the right an option to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except thatpurchase, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (same terms and conditions as were applicable to such consideration being hereinafter referred Company Option immediately prior to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the number of shares of Investor Parent equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Option Consideration. If immediately prior to the Effective Time, at an exercise price per share of any such Cancelled Investor Parent, determined by subtracting from the per-share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to the Company Option is immediately prior to the Effective Time an amount equal to or greater than the difference between the Merger ConsiderationConsideration and the fair market value of a share of Investor Parent as of the Effective Time, with the result rounded up to the nearest whole cent (each such option, an “Investor Parent Option”). In addition, each Company Option held by a U.S. taxpayer shall be adjusted as required by Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of the Treasury Regulations under Section 409A of the Code. Each Company Option that is vested and outstanding as of immediately prior to the Effective Time (other than a Vested Out-of-the-Money-Option) shall be cancelled and terminated as of the Effective Time, and each holder of each such Company Option shallshall receive, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such vested Company Option immediately prior to the Effective Time, by direction (y) the excess of Parent the amount of the Merger Consideration less the per share exercise price of such Company Option (which is hereby given pursuant the “Vested Option Consideration”) (it being understood and agreed that such exercise price shall not actually be paid to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the Company by the holder of a Cancelled Company Option). The Company shall take all actions reasonably necessary to deliver all required notices under all Company Option agreements and any other plan or arrangement of the Company. For avoidance of doubt, the Company shall be reduced not take any action that would accelerate the vesting of the Company Options in connection with any of the transactions contemplated by this Agreement, except to the extent directed by Investor in Investor’s sole discretion between the date of this Agreement and the Effective Time, in which case the Company shall cause the vesting of any such Company Options to occur on or immediately prior to the Effective Time. Within three (3) Business Days after the Closing, Investor shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Investor shall cause the Surviving Corporation to pay to each of the holders of vested Company Options, the applicable Vested Option Consideration (less any applicable tax withholding required under taxes payable in respect thereof) as promptly as practicable (and in no event later than the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8next regular payroll date) thereafter.

Company Options. (i) At the Effective Time, Time each Company Option (or portion thereof) that is outstanding and vested as of immediately prior to the Effective Time (Time, whether vested or vests as a result unvested, will, without any action on the part of Parent, Merger Sub, the consummation of Company or the transactions contemplated hereby) (each, a “Cancelled Option”) shall, by virtue of the Mergerholder thereof, be cancelled and terminated and converted into the and will become a right to receive an amount in cash, without interest, equal to (i) the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu amount of the Merger Consideration, any fractional Net Per Share Price (after aggregating all less the exercise price per share attributable to such Company Option); multiplied by (ii) the total number of shares represented by all Cancelled Options held by of Company Common Stock issuable upon exercise in full of such individual) shall be settled in cash based on the Cash Equivalent Consideration Company Option (such consideration being hereinafter referred to as the “Option Consideration”). The holder of ; provided, however, that with respect to each Cancelled Company Option shall receive at the Effective Time from the Companygranted on or after December 7, or as soon as practicable thereafter 2018 (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Companyeach such Company Option, a “Cash Rollover Company Option”), the Option ConsiderationConsideration will, subject to the holder’s continued service with Parent and its Affiliates (including the Surviving Corporation and its Subsidiaries) through the applicable vesting dates, vest and be payable at the same time as the Cash Rollover Company Option for which such Option Consideration was exchanged would have vested pursuant to its terms (the Option Consideration payable to holders of Cash Rollover Company Options, the “Cash Replacement Option Amounts”). If All Cash Replacement Option Amounts will have the same terms and conditions (including, with respect to vesting (including accelerated vesting on specific terminations of employment, to the extent applicable)) as applied to the award of Cash Rollover Company Options for which they were exchanged, except for terms rendered inoperative by reason of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, with respect to Company Options for which the exercise price per share of any attributable to such Cancelled Option Company Options is equal to or greater than the Merger ConsiderationPer Share Price, such Company Option shall, by direction of Parent (which is hereby given pursuant to this Agreement), Options will be cancelled without any cash payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with Section 2.8.

Company Options. Each outstanding Company Option (whether vested or unvested) shall be assumed by the Purchaser and automatically converted into an option for shares of Purchaser Common Stock (each, an “Assumed Option”). Subject to the subsequent sentence, each Assumed Option will be subject to the terms and conditions set forth in the Company Equity Plan (except any references therein to the Company or Company Stock will instead mean the Purchaser and Purchaser Common Stock, respectively). Each Assumed Option shall: (i) At have the Effective Time, each right to acquire a number of shares of Purchaser Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Company Stock which the Company Option (or portion thereof) that is outstanding and vested as of had the right to acquire immediately prior to the Effective Time Time, multiplied by (or vests B) the Conversion Ratio; (ii) have an exercise price equal to (as a result rounded up to the nearest whole cent) the quotient of the consummation of the transactions contemplated hereby(A) (each, a “Cancelled Option”) shall, by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individual) shall be settled in cash based on the Cash Equivalent Consideration (such consideration being hereinafter referred to as the “Option Consideration”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of the Company Option (in U.S. Dollars), divided by (B) the Conversion Ratio; and (iii) be subject to the same vesting schedule as the applicable Company Option. Notwithstanding the foregoing, in all cases, the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to the Assumed Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, that in the case of any such Cancelled Assumed Option is equal to or greater than which Section 422 of the Merger ConsiderationCode applies, such Company Option shall, by direction the exercise price and the number of Parent (which is hereby given shares of Purchaser Common Stock purchasable pursuant to this Agreement), be cancelled without any payment being made in respect thereof. The payment of Option Consideration to the holder of a Cancelled Option such Assumed Options shall be reduced by any applicable tax withholding required under the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from the Option Consideration shall reduce first the Cash Merger Consideration portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 2.8424(a) of the Code. The Purchaser shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Options remain outstanding, a sufficient number of shares of Purchaser Common Stock for delivery upon the exercise of such Assumed Option. From and after the Closing, the Company and the Purchaser shall not issue any new awards under the Company Equity Plan.

Company Options. (i) At the Effective Time, each option to purchase Company Option Shares granted by the Company (or portion thereofa “Company Option”) that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, without any action on the part of Parent, Merger Sub, the Company, the holder of such Company Option or any other Person, will be cancelled and converted at the Effective Time into the right to receive from the Surviving Company an amount in cash equal to the product of (x) the number of Company Shares subject to such Company Option, and (y) the excess, if any, of the Per Share Merger Consideration or Per ADS Merger Consideration, as applicable, over the per share exercise price of such Company Option (the “Option Consideration”). With respect to each Company Option that is vested pursuant to its terms as of immediately prior to the Effective Time, (including each Company Option that is accelerated at or prior to the Effective Time (or vests as a result of in connection with the consummation of the transactions contemplated herebyTransactions) (eacheach such vested option, a “Cancelled Vested Company Option”) shall), the Option Consideration (reduced by virtue of the Merger, be cancelled and terminated and converted into the right to receive the Merger Consideration in respect of each Net Share covered by such Cancelled Option; except that, in lieu of the Merger Consideration, any fractional Net Share (after aggregating all shares represented by all Cancelled Options held by such individualapplicable Tax withholdings) shall be settled paid in cash based on the Cash Equivalent Consideration accordance with Section 2.3(c) below. With respect to each Company Option that is not a Vested Company Option (each such consideration being hereinafter referred to as the unvested option, an “Option ConsiderationUnvested Company Option”). The holder of each Cancelled Option shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no even later than the Company’s first full payroll after the Effective Time) from the Surviving Company, the Option Consideration. If the exercise price per share of any such Cancelled Option is equal to or greater than the Merger Consideration, such Company Option shall, Consideration (reduced by direction of Parent (which is hereby given pursuant to this Agreement), applicable Tax withholdings) shall be cancelled without any payment being made paid in respect thereof. The payment of Option Consideration accordance with Section 2.3(d) below subject to the holder of such Unvested Company Option remaining continuously employed by or in the service of the Company or a Cancelled Option shall be reduced by Company Subsidiary (or any successor or affiliate thereof) through (I)(x) each applicable tax withholding required under vesting date (with the Ordinance, the Code, any Applicable Law, a Valid Certificate and otherwise as set forth in Section 2.13 and Section 6.18. The applicable taxes required to be withheld from portion of the Option Consideration shall reduce first vesting on each such date based on the Cash Merger Consideration original vesting schedule) with respect to any such Company Option that, prior to the Effective Time, was subject to time-based vesting, or (y) the end of the applicable performance period with respect to any such Company Option that, prior to the Effective Time, was subject to performance-based vesting or (II) such earlier date as required pursuant to the terms of such Company Option; provided, that if the employment or service of the holder of any such Unvested Company Option is terminated within six (6) months after the Closing (or such later date as required pursuant to the terms of such Company Option) by the Company or any Company Subsidiary (or any successor or affiliate thereof) without Cause or due to such holder’s death or Disability, any unpaid portion of the Option Consideration with any remaining amount reducing the Stock Merger Consideration portion of the respect to such Unvested Company Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the Parent Average Trading Price. The holder of each Cancelled Option that is a Company 102 Option or that is otherwise held by the 102 Trustee shall receive the Option Consideration through the 102 Trustee will vest and be paid in accordance with Section 2.82.3(d) below as promptly as practicable (and in any event not later than five (5) Business Days) following the effective date of such termination. Notwithstanding the foregoing, to the extent that the terms of a Company Option entitle the holder thereof to earlier payment, the Option Consideration shall be paid at such earlier time as required under the terms of such Company Option. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent an allocation schedule which shall set forth the Company’s good faith estimate of the following information with respect to the Unvested Company Options: (x) the name of each holder of Unvested Company Options, (y) the total number of Unvested Company Options issued or granted to such holder, and (z) the vesting schedule for each Unvested Company Option.