Common use of Company Options Clause in Contracts

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. Pursuant to the Company Stock Option Plans and the applicable agreements evidencing the grant of any option to purchase shares of Common Stock (i) At the Effective Timeeach, each (A) vested a “Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsOption”), in each case, that is outstanding immediately prior to the Effective Time, the Company shall automatically and without take any action required action on the part to provide that as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, and without any further action or consent required of the holder of any Company Option, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”whether vested or unvested) that is outstanding immediately prior to the Effective Time shall automatically immediately vest and without any required action on the part of the holder thereof, be cancelled and converted into cease to exist, in exchange for the right to receive an amount in cash, a cash payment (without interest, any interest thereon and less any required withholding of Taxes) equal to the product of (A) the excess, if any, of (x) the Merger Consideration Consideration, over (y) the per-per share exercise price for of such Company Option Option, multiplied by (iiB) the number of shares of Company Common Stock underlying covered by such Performance-Based Company Option Option. Prior to the Effective Time, the Company shall deliver to each holder of Company Options entitled to receive the cash payment pursuant to this Section 1.09(b) a holder acknowledgement in form and substance reasonably satisfactory to Parent (with the “Holder Acknowledgement”), which shall specify that the right to receive such numbercash payment in respect of such Company Options is conditioned upon the execution and delivery of such Holder Acknowledgement by such holder to the Company, if any, determined in accordance with which shall terminate such Company Options. Upon the terms delivery of the relevant Holder Acknowledgement executed by such holder of Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company Options at or a committee thereof after consultation with Parent prior to the Effective Time, the Surviving Corporation shall pay any such cash payment, without interest and less any withholding Taxes as described in Section 2.01(f) as soon as practicable after the Effective Time. As of the Effective Time, each holder of any Company Option shall cease to have any rights in respect thereof, or under the Company Stock Option Plans or applicable agreement evidencing the grant of any such Company Option except as described in this Section 1.09(b); provided that if . As of the Effective Time, any Company Option with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option Consideration shall be cancelled canceled without any cash payment consideration and be of no further force or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”effect.

Company Options. (i) At the Effective Time, each (A) vested Each Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding and unexercised immediately prior to the Effective Time, and that is not then vested and exercisable, shall automatically and without any required action become fully vested on an accelerated basis immediately prior to the part Effective Time. As of the holder Effective Time and in accordance with resolutions of the Board of Directors of the Company (or duly authorized committee thereof, vest (if unvested) and the terms of the Company Equity Plans, each Company Option that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled and converted into in exchange for the right to receive an amount in cash, from Parent or the Surviving Corporation a lump sum cash payment (without interest, ) equal to the product of (x) the excess, excess (if any, ) of (1A) the Merger Consideration over (2B) the per-share exercise price per share of Company Common Stock for such Company Option multiplied by and (y) the total number of shares of Company Common Stock underlying such Company Option; provided , less applicable withholding taxes. Each holder of a Company Option cancelled in accordance with this Section 2.4(b) shall, as of the Effective Time, cease to have any rights with respect thereto, other than the right to receive the cash payment pursuant to this Section 2.4(b) attributable to such cancelled Company Option. If a Company Option has an exercise price per share of Company Common Stock that if is greater than or equal to the Merger Consideration, the holder of such Company Option shall receive no consideration for the cancellation of such Company Option. Parent and the Surviving Corporation shall use their reasonable best efforts to provide the lump sum cash payments required pursuant to this Section 2.4(b) within five business days following the Effective Time. The name of each Optionholder, the aggregate number of shares of Company Common Stock issuable upon the exercise in full of each Company Option, and the exercise price per share of Company Common Stock of such subject to each Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (iiare set forth on Section 2.4(b) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Disclosure Schedule.

Company Options. (ia) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately Immediately prior to the Effective Time, shall automatically and without each outstanding stock option to purchase shares of Company Common Stock (the "Company Options") granted under the 1997 Stock Option Plan or any required action on the part other stock option plan or agreement of the Company (the "Stock Option Plans") shall be terminated, except for any Unvested Options. Prior to the Closing, the Company shall take all such action as is necessary to terminate the options so that on or after the Effective Time no holder thereofof an option or participant or former participant in the options shall have any right to purchase shares of Company Common Stock or any other equity interest in the Company or the Surviving Corporation pursuant to Company Options under that certain Apogee Shareholders Agreement dated as of January 23, vest 1997 by and among the Company and Company Shareholders (if unvestedthe "Company Shareholder's Agreement"). (b) From and after the date hereof, the Company agrees not to accelerate the vesting or exercise date of any Company Options. Each Company Option which is unvested as of the date hereof and not exercisable upon the consummation of the Merger (collectively, the "Unvested Options") shall at the Effective Time, be cancelled and converted into the right to receive an amount in cash, without interest, a number of shares equal to the product six-tenths of a share of Acquiror Common Stock (xincluding any fractional shares of Acquiror Common Stock). For purposes of this Agreement, (i) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company term "Unvested Option multiplied by (y) Shares" shall mean the total number of shares of Company Acquiror Common Stock underlying such Company Option; provided that if which are issuable, in the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Considerationaggregate, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part upon conversion of the holder thereofUnvested Options in accordance with this Section 2.2(b) and, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number term "Unvested Optionholder" shall mean the holder of shares an Unvested Option as of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided . For purposes of this Agreement, the parties acknowledge and agree that if any of the exercise price per share of Company Common Stock of such Company Unvested Option is equal to or greater than the Merger ConsiderationShares issuable pursuant hereto, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein treated for all purposes as the “Company Option Consideration”Merger Stock hereunder.

Company Options. (i) At Neither Parent nor Acquisition Sub shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. Effective Timeupon the Offer Closing, each (A) vested outstanding unvested, unexpired and unexercised Company Option shall vest and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately become exercisable. To the extent not exercised prior to the Effective Time, then upon the Effective Time, each Company Option shall automatically and without be cancelled. Each former holder of any required action on such cancelled Company Option shall be entitled to receive, at the part of the holder thereofEffective Time or as soon as practicable thereafter, vest (if unvestedi) and be cancelled and converted into the right to receive an amount in cash, without interestinterest and subject to Section 3.8(h), equal to the product of (xA) the excess, if any, excess of (1) the Merger Cash Consideration over (2) the per-share exercise price for per share of Company Common Stock subject to such Company Option multiplied by (yB) the total number of shares of Company Common Stock underlying subject to such Company Option; provided that if the exercise price per Option and (ii) a CVR for each share of Company Common Stock of subject to such Company Option; provided, that, for the avoidance of doubt, the amount payable shall be zero with respect to a Company Option that has a per share exercise price that is equal to or greater than exceeds the Merger Consideration, Cash Consideration and such Company Option shall be cancelled and terminated without any cash payment or other consideration being made in respect thereof. thereof (ii) At whether in the Effective Timeform of cash or a CVR), each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for any such Company Option multiplied by (ii) shall have no further rights with respect thereto. CVRs in respect of Company Options shall be subject to the number of shares same terms and conditions as apply to CVRs in respect of Company Common Stock underlying such Performance-Based generally. As soon as practicable following the date of this Agreement, the Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(d) under the Company Stock Plan and all Company Option (with such numberagreements and any other plan or arrangement of the Company, if any, determined in accordance with the terms including delivering all required notices and making any determinations and/or resolutions of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company Board or a committee thereof after consultation with Parent thereof. The Company shall ensure, prior to the Effective Time); provided , that if following the exercise price per share Effective Time, no holder of Company Common Stock of such a Company Option is equal to (or greater than the Merger Consideration, or if the degree of performance achievement former holder of a Performance-Based Company Option does not result Option) or any current or former participant in vesting any Company Stock Plan or Employee Plan shall have any right thereunder to (A) acquire any capital stock of the Company, the Surviving Corporation or their Subsidiaries or any portion other equity interest therein or (B) receive any other consideration in respect of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Timeunexpired, shall automatically unexercised and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action shall, on the part of terms and subject to the holder thereofconditions set forth in this Agreement, be cancelled and extinguished and automatically converted into into, subject to and in accordance with Section 1.9, the right to receive an amount in cashreceive, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per each share of Company Common Stock of subject to such Company Option is (A) the Option Cash-Out Closing Amount Per Share, (B) the right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of this Agreement and the Escrow Agreement, cash in an amount equal to or greater than up to the Merger ConsiderationOption Cash-Out General Escrow Amount Per Share (subject to reduction for payment of Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8), or if (C) the degree right to receive upon release from escrow pursuant to Section 1.9(c)(iii) and the terms and conditions of performance achievement this Agreement and the Escrow Agreement, cash in an amount equal to up to the Option Cash-Out Special Escrow Amount Per Share (subject to reduction for payment of a Performance-Based Indemnifiable Damages (as defined in Section 8.2) pursuant to the indemnification obligations of the Effective Time Holders under Article 8) and (D) the right to receive cash in an amount equal to the pro rata share allocable to each share of Company Option does not result in vesting of any portion of such Company Option, Common Stock subject to such Company Option of any Earnout Payment payable pursuant to Section 5.20. The amount of cash each Company Optionholder is entitled to receive pursuant to this Section 1.8(a)(iv) for the Company Options held by such Company Optionholder as of immediately prior to the Effective Time shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Options held by such Company Optionholder. At the Effective Time, each then outstanding Company Option issued under the Company’s 2010 Stock Option and Grant Plan that is unvested and unexercisable, shall be cancelled and extinguished without any cash payment or other consideration being made payable in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. Pursuant to the Company Stock Option Plans and the applicable agreements evidencing the grant of any option to purchase shares of Common Stock (i) At the Effective Timeeach, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsa "COMPANY OPTION"), in each case, that is outstanding immediately prior to the Effective Time, the Company shall automatically and without take any action required action on the part to provide that as of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (ii) At the Effective Time, and without any further action or consent required of the holder of any Company Option, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”whether vested or unvested) that is outstanding immediately prior to the Effective Time shall automatically immediately vest and without any required action on the part of the holder thereof, be cancelled and converted into cease to exist, in exchange for the right to receive an amount in cash, a cash payment (without interest, any interest thereon and less any required withholding of Taxes) equal to the product of (A) the excess, if any, of (x) the Merger Consideration Consideration, over (y) the per-per share exercise price for of such Company Option Option, multiplied by (iiB) the number of shares of Company Common Stock underlying covered by such Performance-Based Company Option Option. Prior to the Effective Time, the Company shall deliver to each holder of Company Options entitled to receive the cash payment pursuant to this Section 1.09(b) a holder acknowledgement in form and substance reasonably satisfactory to Parent (with the "HOLDER ACKNOWLEDGEMENT"), which shall specify that the right to receive such numbercash payment in respect of such Company Options is conditioned upon the execution and delivery of such Holder Acknowledgement by such holder to the Company, if any, determined in accordance with which shall terminate such Company Options. Upon the terms delivery of the relevant Holder Acknowledgement executed by such holder of Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company Options at or a committee thereof after consultation with Parent prior to the Effective Time, the Surviving Corporation shall pay any such cash payment, without interest and less any withholding Taxes as described in Section 2.01(f) as soon as practicable after the Effective Time. As of the Effective Time, each holder of any Company Option shall cease to have any rights in respect thereof, or under the Company Stock Option Plans or applicable agreement evidencing the grant of any such Company Option except as described in this Section 1.09(b); provided that if . As of the Effective Time, any Company Option with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option Consideration shall be cancelled canceled without any cash payment consideration and be of no further force or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”effect.

Company Options. (a) The Company shall take such action as shall be required: (i) At to effectuate the cancellation, as of the Effective Time, of all outstanding stock options and Share Rights Awards ("Company Options") granted under the Stock Option Plan (without regard to the exercise price of such Company Options); and (ii) to cause, pursuant to the Stock Option Plan, each outstanding Company Option to represent as of the Effective Time solely the right to receive, in accordance with this Section 2.12, a lump sum cash payment in the amount of the Option Consideration (A) vested as defined below), if any, with respect to such Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into no longer represent the right to purchase Common Stock or any other equity security of the Company, Parent, Acquisition Sub or any other Person or any other consideration. (b) Each holder of a Company Option shall receive from Parent, in respect and in consideration of each Company Option so cancelled, as soon as practicable following the Effective Time (but in any event not later than five Business Days), an amount in cash, without interest, (subject to any applicable withholding tax) equal to the product of (xi) the excess, if any, of (1A) the Merger Consideration Per Common Share Amount over (2B) the per-share exercise price for per share of Common Stock subject to such Company Option Option, multiplied by (yii) the total number of shares of Company Common Stock underlying subject to such Company Option; provided Option (whether or not then vested or exercisable), without any interest thereon (the "Option Consideration"). In the event that if the exercise price per share of Company Common Stock of such any Company Option is equal to or greater than the Merger ConsiderationPer Common Share Amount, such Company Option shall be cancelled and have no further force or effect without the payment of any cash payment or other consideration being made in respect thereofamount by the Company. (iic) At As soon as practicable following the Effective Timeexecution of this Agreement, the Company shall mail to each unvested person who is a holder of Company Option subject Options a letter, approved by Parent prior to performance-based vesting conditions such mailing (“Performance-Based which approval shall not be unreasonably withheld or delayed by Parent) describing the treatment of and payment for such Company Options pursuant to this Section 2.12 and providing instructions for use in obtaining payment for such Company Options”) that is outstanding immediately prior to . Parent shall at all times from and after the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right maintain sufficient liquid funds to receive an amount in cash, without interest, equal satisfy its obligations to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares holders of Company Common Stock underlying Options pursuant to this Section 2.12. (d) The Company shall take such Performance-Based Company Option (with such number, if any, determined in accordance with action as shall be required to cause the terms of the Company Equity Plan Company's employee stock purchase plan and the applicable Company Option award agreement, as determined by the board of directors of the Company all rights thereunder to terminate at or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (a) The Company shall take such action as shall be required: (i) At to effectuate the cancellation, as of the Effective Time, of all outstanding stock options and Share Rights Awards (“Company Options”) granted under the Stock Option Plan (without regard to the exercise price of such Company Options); and (ii) to cause, pursuant to the Stock Option Plan, each outstanding Company Option to represent as of the Effective Time solely the right to receive, in accordance with this Section 2.12, a lump sum cash payment in the amount of the Option Consideration (A) vested as defined below), if any, with respect to such Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into no longer represent the right to purchase Common Stock or any other equity security of the Company, Parent, Acquisition Sub or any other Person or any other consideration. (b) Each holder of a Company Option shall receive from Parent, in respect and in consideration of each Company Option so cancelled, as soon as practicable following the Effective Time (but in any event not later than five Business Days), an amount in cash, without interest, (subject to any applicable withholding tax) equal to the product of (xi) the excess, if any, of (1A) the Merger Consideration Per Common Share Amount over (2B) the per-share exercise price for per share of Common Stock subject to such Company Option Option, multiplied by (yii) the total number of shares of Company Common Stock underlying subject to such Company Option; provided Option (whether or not then vested or exercisable), without any interest thereon (the “Option Consideration”). In the event that if the exercise price per share of Company Common Stock of such any Company Option is equal to or greater than the Merger ConsiderationPer Common Share Amount, such Company Option shall be cancelled and have no further force or effect without the payment of any cash payment or other consideration being made in respect thereofamount by the Company. (iic) At As soon as practicable following the Effective Timeexecution of this Agreement, the Company shall mail to each unvested person who is a holder of Company Option subject Options a letter, approved by Parent prior to performance-based vesting conditions such mailing (“Performance-Based which approval shall not be unreasonably withheld or delayed by Parent) describing the treatment of and payment for such Company Options pursuant to this Section 2.12 and providing instructions for use in obtaining payment for such Company Options”) that is outstanding immediately prior to . Parent shall at all times from and after the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right maintain sufficient liquid funds to receive an amount in cash, without interest, equal satisfy its obligations to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares holders of Company Common Stock underlying Options pursuant to this Section 2.12. (d) The Company shall take such Performance-Based Company Option (with such number, if any, determined in accordance with action as shall be required to cause the terms of the Company Equity Plan Company’s employee stock purchase plan and the applicable Company Option award agreement, as determined by the board of directors of the Company all rights thereunder to terminate at or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”.

Company Options. (i) At Subject to Section 2.7(c)(ii) below, at the Effective Time, by virtue of the Merger, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into canceled in exchange for the right to receive an amount in cash, a lump sum cash payment (without interest, ) equal to the product of (xA) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price per Company Share for such Company Option multiplied by and (yB) the total number of shares of Company Common Stock underlying such Company Option; provided that if Option (the “Option Consideration”), less applicable withholding Taxes pursuant to Section 2.8(f). From and after the Effective Time, all Company Options shall no longer be outstanding and shall cease to exist, and each holder of a Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per share of Company Common Stock of such Share for any Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled canceled without any cash payment or other consideration being made in respect thereofof consideration. (ii) At With respect to Company Options that are outstanding but unvested immediately prior to cancellation of such unvested Company Options at the Effective TimeTime as provided herein, each unvested Company Option subject to performance-based the vesting conditions (“Performance-Based Company Options”) that is outstanding schedule thereof shall, immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereofTime, be cancelled and converted into the right to receive an amount in cashaccelerated, without interest, equal such that all outstanding Company Options at such time shall become vested. (iii) Prior to the product Effective Time, the Company shall adopt resolutions and use reasonable best efforts to take other actions that are necessary under the Company Share Plans and/or award agreements (including providing Company Optionholders with notice of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for their rights with respect to any such Company Option multiplied Options as provided herein and/or seeking such Company Optionholders’ consents, in each case to the extent required by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option Share Plans or award agreementagreements) to effectuate the provisions of this Section 2.7(c). (iv) The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder pursuant to Section 2.7(c)(i) above shall be rounded up to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. (v) As of the Effective Time, as determined by the board Company Share Plans shall terminate and all rights under any provision of directors any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the share capital of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share any of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option its Subsidiaries shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”cancelled.

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 (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall Closing (whether vested or unvested and whether or not exercisable) to be canceled and extinguished and automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive receive, without interest and as the sole consideration in respect of such Company Option, an aggregate amount in cash, without interest, cash equal to the product of (x1) the excess, if any, of the fair market value of a Company ordinary share (1determined 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 Merger Consideration over (2) the per-share exercise price set forth in the award agreement for such Company Option multiplied by (y2) the total number of Company shares of Company Common Stock underlying subject to such Company Option; provided that if Option (“Cash Out Payment”), subject to any applicable income and payroll Taxes required to be withheld (“Required Withholding”). 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 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 no longer be outstanding, shall automatically be canceled and shall cease to exist. If the exercise price per share of Company Common Stock of such set forth in the award agreement for any 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 be cancelled canceled without any cash payment therefor and shall have no further force or other consideration being made effect. Subject to receipt of a properly completed and duly executed option cancellation letter in substantially the form attached *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect thereof. (ii) At to the Effective Timeomitted portions. hereto as Exhibit B, from each unvested Company Option subject to performance-based vesting conditions (“Performance-Based such holder of Company Options”) that is outstanding immediately , the Company shall cause the applicable Subsidiary employer to make the applicable Cash Out Payments less Required Withholding, to all holders of Company Options entitled to payment therefor prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Closing.

Company Options. Section 3.04(b) of the Disclosure Schedule sets forth a list of each outstanding Company Option granted under the Company Equity Incentive Plan and: (i) At the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part name of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if (ii) the number of Company Shares subject to such Company Option; (iii) the exercise price of such Company Option; (iv) the date on which such Company Option was granted; (v) the applicable vesting schedule, and the extent to which such Company Option is vested and exercisable; and (vi) the date on which such Company Option expires. All Company Shares subject to issuance under the Company Equity Incentive Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be (A) duly authorized, validly issued, fully paid and non-assessable; (B) are not subject to preemptive rights created by statute, the Company Charter Documents, any Contract to which the Company is a party, or otherwise; (C) free and clear of any and all Liens; and (D) issued in compliance with applicable Law. Each Company Option was granted in compliance with all applicable Laws and all the terms and conditions of the Company Equity Incentive Plan. Each Company Option was granted with an exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, fair market value of the underlying shares on the date of grant and has a grant effective date identical to the date on which the Company Board or compensation committee actually approved such Company Option. Each Company Option qualifies for the tax and accounting treatment accorded to such Company Option shall be cancelled without in the Company’s Tax Returns and the Company Financial Statements, respectively, and does not trigger any cash payment or other consideration being made in respect thereof. (ii) At liability for the Effective Time, each unvested holders of Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part Options under Section 409A of the holder thereof, be cancelled and converted into the right Code. There are no Contracts to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of which the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of is a party obligating the Company or a committee thereof after consultation with Parent prior to accelerate the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without as a result of the transactions contemplated by this Agreement (whether alone or upon the occurrence of any cash payment additional or other consideration being made in respect thereofsubsequent events). The consideration received in respect Company has made available to Parent true and complete copies of a the standard form of option agreement for the outstanding Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as Options and any stock option agreements for the “outstanding Company Option Consideration”Options that differ from such standard form.

Company Options. (ia) At Notwithstanding anything to the Effective Timecontrary in the Company Stock Plan or in any individual award agreement, each no more than fifteen (A15) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately days prior to the Effective Time, shall automatically and without any required action on the part board of the holder thereof, vest directors of Company (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excessor, if anyappropriate, any committee administering the Company Stock Plan) shall (i) take all necessary actions to cause the conditional vesting of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of any unvested shares of Company Common Stock underlying (conditioned on the consummation of the First Merger) granted pursuant to the Company Stock Plan and (ii) take all necessary actions, including the conditional vesting of unvested outstanding stock options (conditioned on the consummation of the First Merger) granted pursuant to the Company Stock Plan (the “Company Options”), to direct that all, but not less than all, outstanding Company Options be canceled as of the Effective Time in exchange for the right to receive a cash payment per share of Company Common Stock subject to such Company Option; provided that Option equal to the excess (if any) of (a) the sum of (i) the Cash Consideration payable with respect to one share of Company Common Stock and (ii) the value of the Stock Consideration payable with respect to one share of Company Common Stock (with such value determined based on the closing price of the Parent Common Stock on the last Trading Day immediately preceding the Effective Time) over (b) the exercise price per share of Company Common Stock of such the Company Option is equal being canceled (the “Option Consideration”). Parent shall cause the Exchange and Paying Agent to or greater than deliver the Merger Consideration, Option Consideration to the holders of Company Options entitled to receive such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereofpayments promptly after the Effective Time. (iib) At Prior to the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of Company (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or a committee thereof after consultation with Parent prior take such other actions as may be required to effect the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result transactions described in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”this Section 2.5.

Company Options. (i) At Subject to clause (ii) below, at the Effective Time, each (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Timewhether vested or unvested, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into canceled in exchange for the right to receive an amount in cash, a lump sum cash payment (without interest, ) equal to the product of (xi) the excess, if any, of (1A) the Merger Consideration over (2B) the per-share exercise price per Company Ordinary Share for such Company Option multiplied by and (yii) the total number of shares of Company Common Stock underlying such Company Option; provided that if Option (the "Option Consideration"), less applicable Taxes required to be withheld with respect to such payment pursuant to Section 2.6. From and after the Effective Date, all Company Options shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each holder of Company Options shall cease to have any rights with respect thereto or arising therefrom, except the right to receive the Option Consideration payable hereunder. If the exercise price per share of Company Common Stock of such Ordinary Share for any Company Option is equal to or greater than the Merger ConsiderationConsideration (an "Underwater Option"), such Company Underwater Option shall be cancelled canceled without any cash payment or other consideration being made in respect thereofof consideration. (ii) At Prior to the Effective Time, each unvested the Company Option subject shall take all action that may be reasonably necessary (under the Company Equity Incentive Plans and otherwise, including providing Company Optionholders with notice of their rights with respect to performance-based vesting conditions (“Performance-Based any such Company Options”) that is outstanding immediately prior Options as provided herein and/or obtaining such Company Optionholders' consents, to the Effective Time shall automatically extent required, and without any required action on including providing the part holders of the holder thereof, be cancelled and converted into the Underwater Options notice of their right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined their Underwater Options in accordance with the terms Company Equity Incentive Plans) to effectuate the provisions of this Section 1.7(c) and to ensure that, from and after the Effective Time, Company Optionholders have no rights with respect thereto other than those specifically provided in this Section 1.7(c). (iii) The amount of cash each Company Optionholder is entitled to receive for the Company Options held by such holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Options held by such holder. (iv) As of the Effective Time, the Company Equity Plan Incentive Plans shall terminate and all rights under any provision of any other plan, program or arrangement providing for the applicable Company Option award agreement, as determined by issuance or grant of any other interest in respect of the board of directors share capital of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share any of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option its Subsidiaries shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”cancelled.

Company Options. Promptly following the date of this Agreement, the Company Board (ior, if appropriate, any committee administering the applicable Company Equity Plan) At shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required (1) to fully vest all Company Options contingent upon the Closing and (2) to terminate each Company Equity Plan effective as of the Closing. Effective as of the Effective Time, each (A) vested unexpired and unexercised Company Option and (B) unvested shall terminate, and, in exchange therefor, each former holder of any such terminated Company Option subject solely shall be entitled to time-based vesting conditionsreceive, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part consideration of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock termination of such Company Option is equal to or greater than the Merger Considerationand in settlement therefor, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (iii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, cash (subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the Company) equal to the product of (A) the total number of Company Interests held by such holder as of immediately prior to the Effective Time subject to such Company Option and (B) the excess, if any, of (x) the Merger Consideration Base Per Interest Price over (y) the per-share exercise price for per Company Interests previously subject to such Company Option multiplied by and (ii) an amount of cash (subject to any applicable withholding or other Taxes required by applicable Legal Requirements to be withheld or otherwise paid by the number Company) equal to the Contingent Per Interest Price as, if and when due and payable in accordance with Section 1.16. At the Closing, Acquiror shall pay to the Company, or where applicable its designated payroll processor, by wire transfer in immediately available funds, the portion of shares the Merger consideration payable to the holders of Company Common Stock underlying such Performance-Based Options as set forth on the Consideration Spreadsheet for distribution to the former holders of Company Option (with such number, if any, determined Options on or promptly following the Closing Date in accordance with the terms of this Agreement pursuant to, where applicable, the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”Company’s payroll practices.

Company Options. (i) At the Effective TimeEach Company Option, each (A) whether vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each caseor unvested, that is unexpired, unexercised and outstanding immediately prior to the Effective TimeTime shall, shall automatically and without any required further action on the part of the any holder thereof, vest (if unvested) be terminated and cancelled at the Effective Time and shall not be cancelled assumed by Acquirer, and no Company Option shall be substituted with any equivalent option or right to purchase Acquirer Common Stock. Upon cancellation thereof, each vested Company Option held by a Converting Holder prior to the Effective Time shall be converted into and represent the right to receive receive, (A) subject to and in accordance with Section 1.4, an amount in cash, without interest, with respect to each share of Company Common Stock underlying such Company Option, equal to the Option Per Share Consideration (collectively, the “Option Payments”), (B) subject to and in accordance with Section 1.4 and Schedule B hereto, an amount in cash, without interest, equal to the product applicable portion of (x) the excess, if any, of (1) the Merger Contingent Cash Payment Per Share Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total and a number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger applicable portion of the Contingent Stock Payment Per Share Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. (iiC) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereofin accordance with Section 1.4 and Article VIII, be cancelled and converted into the right to receive an amount upon release from the Escrow Fund such Converting Holder’s Pro Rata Share of the Escrow Fund in cashcash (as set forth on the Updated Spreadsheet) and (D) subject to and in accordance with Section 8.7, without interest, equal the right to receive such Converting Holder’s Pro Rata Share of the Stockholders’ Agent Expense Fund; provided that any distributions to holders of Company Options must be made prior to the product date that is five years following the Effective Time and otherwise in accordance with Treasury Regulation 1.409A-3 (i)(5)(iv)(A). The amount of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price cash each Converting Holder holding Company Options is entitled to receive for such Company Option multiplied Options shall be rounded to the nearest cent and computed after aggregating cash amounts for all Company Options held by (ii) the number of shares of Company Common Stock underlying such Performance-Based Converting Holder and will be reduced by any applicable payroll, income tax or other withholding taxes. Upon cancellation thereof, no payment shall be made with respect to any Company Option (with such numberthat is not a vested Company Option. The Company shall, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if Closing, take or cause to be taken all actions, and shall obtain all consents, as may be required to effect the exercise price per share treatment of Company Common Stock of such Company Option is equal Options pursuant to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”this Section 1.3(a)(ii).

Company Options. (ia) At the Effective Time, each (A) vested then outstanding Company Option and (B) unvested Company Option subject solely to time-based vesting conditionsas defined in Section 3.3(b)), in each casewhether or not then vested or exercisable, that is outstanding immediately prior to has an exercise price less than the Effective Time, Merger Consideration shall automatically be surrendered or converted and without any required action on the part of the holder thereof, vest (if unvested) no further force and be cancelled and converted into the right to receive an amount effect in cash, without interest, exchange for alternative consideration equal to the product of (xi) the number of Company Common Shares provided for in such Company Option and (ii) the excess, if any, of (1A) the Merger Consideration over Consideration, less (2B) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if the exercise price per share of Company Common Stock of provided for in such Company Option is Option, which cash payment shall be treated as compensation and shall be payable net of any applicable Tax. Each outstanding Company Option, whether or not then vested, that has an exercise price equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment surrendered or other consideration being made in respect thereof. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding converted and of no further force and effect immediately prior to the Effective Time shall automatically and without any required action on the part of in consideration thereof the holder thereof, of such surrendered or converted Company Option shall be cancelled and converted into the right entitled to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of $0.05 per Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms of the Company Equity Plan and the applicable Company Option award agreement, as determined by the board of directors of the Company or a committee thereof after consultation with Parent prior to the Effective Time); provided that if the Share issuable upon exercise price per share of Company Common Stock of such Company Option is equal to or greater than the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, with such consideration to be payable net of any applicable withholding of Taxes. Prior to the Effective Time, the Company Option shall use its reasonable best efforts to obtain agreements from all holders of Company Options providing for the surrender or conversion and payment described above, and shall establish a procedure to effect the surrender or conversion of Company Options contemplated by this Section 2.4(a). After the Effective Time, holders of Company Options shall not have any right to receive for Company Common Shares any consideration other than as described in this Section 2.4(a). (b) Except as may be otherwise agreed to by Acquiror and the Company, the Company agrees that all of the plans and arrangements providing for the grant of Company Options shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the equity interests of the Company or any of the Company Subsidiaries (as defined in Section 3.2(a)) (including, without limitation, the Company Partnership) shall be cancelled without any cash payment of no further force or other consideration being made in respect thereof. The consideration received in respect effect and shall be deemed to be terminated as of the Effective Time and no holder of a Company Option or any participant in Sections 3.3(a)(iany plans and arrangements providing for the grant of Company Options shall have any right thereunder to acquire any securities of the Company, the Company Partnership, the Surviving Entity or any Subsidiary (as defined in Section 3.2(a)) or 3(a)(ii) is referred to herein as the “Company Option Consideration”thereof.

Company Options. (i) At Part 3.2(c)(i) of the Effective Time, each Disclosure Schedule sets forth a complete and accurate list of all Company Options and other options over shares in the Company (A) vested Company Option and (B) unvested Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior including but not limited to the Effective Time, shall automatically and without any required action on UK Company Option) (the part “Relevant Company Options”) outstanding as at the date of the holder thereof, vest (if unvested) and be cancelled and converted into the this Agreement. The Company has issued 1,554 Relevant Company Options giving right to receive an amount in cash1,554 Shares for issuance to employees and directors of, without interestand consultants to, equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying such Company Option; provided that if Acquired Companies upon the exercise price per share of Company Common Stock of such Relevant Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereofOptions. (ii) At the Effective Time, each unvested Company Option subject to performance-based vesting conditions (“Performance-Based Company Options”Part 3.2(c)(ii) that is outstanding immediately prior to the Effective Time shall automatically and without any required action on the part of the holder thereof, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of Disclosure Schedule sets forth for each outstanding issued Relevant Company Option: (A) the excess, if any, name of the holder of such Relevant Company Option; (xB) the Merger Consideration over (y) the per-share exercise price for nature of such Relevant Company Option multiplied by (iiOSA); (C) whether such holder is an employee, former employee, corporate officer (mandataire social) or former corporate officer, consultant, former consultant, independent contractor or former independent contractor of any Acquired Company or a secondee or former secondee to any Acquired Company; (D) the number of shares Shares issuable upon the exercise of such Relevant Company Common Stock underlying Option; (E) the date of grant of such Performance-Based Relevant Company Option; (F) the acquisition or subscription price of such Relevant Company Option (with such number, if any); (G) the exercise price of such Relevant Company Option; or (H) with respect to Relevant Company Options granted to United Kingdom taxpayers, determined in accordance with the terms of the Company Equity Plan and the applicable whether such Relevant Company Option award agreementsatisfies, and has always satisfied, the provisions of Schedule 5 to the Income Tax (Earnings and ▇▇▇▇▇▇▇▇) ▇▇▇ ▇▇▇▇ such that it is a qualifying option under such schedule and qualifies as an “Enterprise Management Incentive” option. (iii) Each grant of a Relevant Company Option was duly authorized no later than the date on which the grant of such Relevant Company Option was by its terms to be effective (the “Option Grant Date”) by all necessary corporate actions, including, as determined applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof after consultation thereof) and any required shareholder approval by the necessary number of votes or written consents; the award agreement governing such grant (if any) was duly executed and delivered by each party thereto; each such grant was made in accordance with Parent prior to all applicable Legal Requirements, in each case, in all material respects; the Effective Time); provided that if the per share exercise price per share of Company Common Stock of such each Relevant Company Option is at least equal to or greater than the Merger Consideration, or if the degree of performance achievement fair market value of a Performance-Based Share on the applicable Option Grant Date (or, in the case of a Relevant Company Option does not result granted to a person in vesting the United Kingdom, at least equal to the market value of any portion a Share as defined in Part 8 of the Taxation of Chargeable Gains ▇▇▇ ▇▇▇▇ on the applicable Option Grant Date and as agreed with HM Revenue and Customs), and each such Company Option, such grant was properly accounted for in accordance with French GAAP in the Financial Statements (including the related notes). (iv) Accurate and complete copies of the Company Option shall be cancelled without Plans and each form of agreement used thereunder and all Contracts pursuant to which any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Relevant Company Option in Sections 3.3(a)(i) was granted or 3(a)(ii) is referred outstanding which materially deviates from such form have been Made Available to herein as the “Company Option Consideration”Purchaser and such Contracts have not been amended, modified or supplemented.

Company Options. (i) At the Effective Time, each then outstanding Company Option, including unvested Company Options, shall be cancelled, and (A) vested in the case of any Company Option and (B) unvested that is vested in accordance with the terms of the applicable Company Stock Plan having a per share exercise price less than the Per Share Price, for the right to receive from the Surviving Corporation for each share of Company Common Stock subject to such Company Option subject solely to time-based vesting conditions, in each case, that is outstanding immediately prior to the Effective Time, shall automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount (subject to any applicable withholding tax) in cash, without interest, cash equal to the product of (x) the excess, if any, of (1) the Merger Consideration over (2) the per-share exercise price for such Company Option multiplied by (y) the total number of shares of Company Common Stock underlying subject to such Company Option; provided that if Option immediately prior to the Effective Time and (y) the amount by which the Per Share Price exceeds the per share exercise price per share of Company Common Stock of such Company Option is (the “Option Consideration”), or (B) in the case of any Company Option having a per share exercise price equal to or greater than the Merger ConsiderationPer Share Price or any unvested Company Option, such Company Option shall be cancelled without any the payment of cash payment or issuance of other consideration being made securities in respect thereof. Parent shall, or shall cause the Company to, pay to holders of Company Options the Option Consideration, without interest thereon, less applicable Taxes required to be withheld with respect to such payments pursuant to this Section 2.7(e), as soon as reasonably practicable following the Effective Time. The cancellation of a Company Option as provided in the immediately preceding sentence shall be deemed a release of any and all rights the holder thereof had or may have had in respect of such Company Option. (ii) At Prior to the Effective Time, each unvested the Company Option subject shall take such actions as may be necessary to performance-based vesting conditions (“Performance-Based Company Options”) that is outstanding immediately prior give effect to the Effective Time shall automatically and without any required action on the part transactions contemplated by this Section 2.7(e), including, but not limited to, satisfaction of the holder thereofrequirements of Rule 16b-3(e) under the Exchange Act. (iii) Except as otherwise agreed to by the parties, be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (x) the Merger Consideration over (y) the per-share exercise price for such Company Option multiplied by (ii) the number of shares of Company Common Stock underlying such Performance-Based Company Option (with such number, if any, determined in accordance with the terms Plans shall terminate as of the Company Equity Plan Effective Time and the applicable Company Option award agreement, as determined by provisions in any other Employee Plan providing for the board issuance or grant of directors any other interest in respect of the capital stock of the Company or a committee any Subsidiary thereof after consultation with Parent prior shall be canceled as of the Effective Time, and (B) the Company shall ensure that following the Effective Time no participant in the Company Option Plans or other Employee Plans shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary thereof. (iv) Prior to the Effective Time); provided that if , the exercise price per share Company shall deliver to the holders of Company Common Stock of Options notices, in form and substance reasonably acceptable to Newco, setting forth such holders’ rights pursuant to this Agreement. The Company Board (or, if appropriate, any committee thereof administering the Company Option is equal Plans) shall adopt such resolutions or take such other actions as may be required to or greater than effect the Merger Consideration, or if the degree of performance achievement of a Performance-Based Company Option does not result in vesting of any portion of such Company Option, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof. The consideration received in respect of a Company Option in Sections 3.3(a)(i) or 3(a)(ii) is referred to herein as the “Company Option Consideration”foregoing.