Common use of Company Options Clause in Contracts

Company Options. Effective as of immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, 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 Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company Options. Effective as of immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of (a) At the Effective Time, each outstanding option, warrant or other right entitling the holder thereof to purchase shares of Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price Stock (each, an a “In-the-money Company Option” or collectively “Company Options”) ), whether issued pursuant to the Company’s 2001 Stock Incentive Plan, 1994 Stock Option Plan, 1994 Incentive Stock Option Plan or 1982 Stock Option Plan (collectively, the “Option Plans”), or outside any Option Plans, which is vested and exercisable, or which will become exercisable upon consummation of the Merger, but excluding any Company Options held or beneficially owned by Parent or Merger Sub or any other subsidiary or parent of Parent or Merger Sub (collectively “Excluded Options”), shall be paid by converted into and shall become the Surviving Corporation promptly after the Effective Timeright to receive, subject to Section 2.8(e)in full and complete satisfaction and cancellation thereof, a cash payment per Company Option, without interest, in an amount in cash that shall be determined by multiplying (without interest)i) the excess, if any, equal to of the product obtained Per Share Amount over the applicable per share exercise price of such Company Option, by multiplying (xii) the aggregate number of shares of Company Shares underlying Stock that are purchasable on exercise of the vested portion of such Company Option immediately prior to the Effective Time, by Time (y) which vested portion shall be determined after giving effect to the amount, if any, by which the Offer Price exceeds the per share exercise price acceleration of vesting of any such Company Option by reason of the consummation of the Merger), less any required withholding tax (the “Option ConsiderationPayment”); provided. At the Effective Time, if it is reasonably determined that such all outstanding Company Options can(including any Company Option that is not exercisable at the time of the Merger or for which no payment shall be automatically cancelled due hereunder) shall be canceled and converted into be of no further force or effect except for the right to receive the cash Option Consideration Payment to the extent provided in accordance with this Section 2.4. Prior to the Effective Time, the Company and Parent shall take all actions (including, if appropriate, amending the terms of the applicable Company Stock Plan Option Plans and other terms of such Company Optionsoption agreements or warrants) that are necessary to give effect to the transactions contemplated by this Section 2.4, including those set forth in any separate agreement between the Company and the holder(s) cancellation of such Company Options, the holder(s) of such all Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals (whether or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who not they are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicablethen vested).

Company Options. Effective as of immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as As of the Effective Time, each option to purchase shares of Company Option that remains Common Stock or other right to purchase Company Common Stock under any Company Stock Plan (each a “Company Option”), to the extent it is outstanding and unexercised immediately prior thereto, shall become fully vested as of the Effective Time and shall be canceled and terminated as by virtue of the Effective Time, Merger and each without any action on the part of any holder of each such any Company Option with an exercise price per Company Share that is less than be automatically cancelled and the Offer Price (eachholder thereof will receive, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after as soon as reasonably practicable following the Effective Time, subject to Section 2.8(e), an amount in Time a cash payment (without interest)) with respect thereto equal to the product of (a) the excess, if any, equal to of the product obtained by multiplying (x) Cash Consideration over the aggregate number exercise price per share of Company Shares underlying such Company Option Option, as such exercise price per share is reduced immediately prior to the Effective TimeClosing pursuant to Section 4.19(b), by and (yb) the amount, if any, by which the Offer Price exceeds the per share number of shares of Company Common Stock issuable upon exercise price of such Company Option (collectively, the “Option Consideration”); provided. As used in this Agreement, if it is reasonably determined that such “Equity Award Equivalent Shares” means the number of shares equal to (x) the aggregate amount of Option Consideration, divided by (y) the Cash Consideration. As of the Effective Time, all Company Options canOptions, whether or not vested or exercisable, shall no longer be outstanding and shall automatically cancelled cease to exist, and converted into each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Consideration in accordance with Consideration; provided that, if the terms exercise price of the applicable Company Stock Plan and other terms of any such Company OptionsOption, including those set forth in any separate agreement between the Company and the holder(s) of as such Company Options, the holder(s) of such Company Options shall be required, exercise price per share is reduced immediately prior to receiving Closing pursuant to Section 4.19(b), is equal or greater than the Option Consideration payable in respect of such Company Options under this AgreementCash Consideration, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated cancelled without any cash payment or other consideration being made in respect thereof. Parent shall, or The Option Consideration 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 in all cases be paid in cash and shall not be subject to the holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to proration contemplated by Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)1.8.

Company Options. Prior to the Effective as Time, the Board of Directors of the Company (the “Company Board”) (or if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar rights to purchase Company Common Stock (the vesting “Company Options”) then outstanding, under any stock option plan of each the Company, including the SCPIE Holdings Inc. 2003 Amended and Restated Equity Participation Plan, as amended and restated, or any other plan, agreement or arrangement, including those pursuant to which shares of Company Restricted Stock or Company Deferred Stock have been or may be issued (the “Company Stock Option Plans”), shall become fully vested and exercisable, and that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the Surviving Corporation promptly after the Effective Timecancellation of such Company Option and in settlement therefor, a payment in cash (subject to Section 2.8(e), 2.4.8 hereof) of an amount in cash equal to the product of (without interest)A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, equal to of the product obtained by multiplying (x) Merger Consideration over the aggregate number exercise price per share of Company Shares underlying such Company Option immediately prior Common Stock previously subject to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (such amounts payable hereunder being referred to as the “Option Consideration”); provided. From and after the Effective Time, if it is reasonably determined that any such cancelled Company Options cannot Option shall no longer be automatically cancelled and converted into exercisable by the right former holder thereof, but shall only entitle such holder to receive the payment of the Option Consideration without interest. To the extent then in accordance with effect, after the terms of the applicable Effective Time, all Company Stock Plan Option Plans shall be terminated and other terms of such no further Company Options, including those set forth in any separate agreement between the shares of Company and the holder(s) of such Company Options, the holder(s) of such Company Options Restricted Stock or other awards shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)granted thereunder.

Company Options. Effective (a) The Company shall take all actions necessary to assure that, as of the REIT Effective Time, each option to acquire Common Shares (each, a "Company Option") issued under the Company Stock Option Plans or otherwise and outstanding immediately prior to the REIT Effective Time, whether or not then exercisable or vested, by virtue of the vesting REIT Merger and without any further action on the part of each the Purchaser Parties, the Company Option or the holder of that remains outstanding as of immediately prior to the Effective Time Company Option, shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, 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 Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the Option Consideration in accordance with product of (x) the terms excess, if any, of the applicable Company Stock Plan and other terms Common Share Merger Consideration per share over the exercise or purchase price per share of such Company OptionsOption, including those set forth in any separate agreement between and (y) the Company and number of Common Shares subject thereto (the holder(s) aggregate of such amounts hereinafter referred to as the "Option Merger Consideration"). The payment of the Option Merger Consideration to the holder of a Company OptionsOption shall be reduced by any income or employment Tax withholding required under (i) the Code or (ii) any applicable state, local or foreign Tax Laws. To the holder(s) extent that amounts are so withheld, such withheld amounts shall be timely paid to the appropriate tax authority and shall be treated for all purposes under this Agreement as having been paid to the holder of such that Company Option. At the REIT Effective Time, all Company Options shall be required, prior cancelled and each Company Stock Option Plan shall terminate. The Company shall take such actions as are necessary to receiving ensure that each Company Stock Option Plan shall terminate as of the REIT Effective Time. The Option Merger Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable paid with respect to Company Options in accordance with this Section 3.2(a) shall be deemed to have been paid in full satisfaction of all rights pertaining to the cancelled Company Options and on and after the REIT Effective Time the holder of a Company Option shall have no further rights to exercise any Company Option. All administrative and other rights and authorities granted under the Company Stock Option Plans to the Company, the Company 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 Company Option with a per share exercise price that equals or exceeds the amount of Common Share Merger Consideration per share, at the Offer Price and REIT Effective Time, such Company Option shall be canceled cancelled and terminated without any no cash payment or other consideration being made in respect thereofshall be paid with regard to such Company Option to the holder of such Company Option. Parent shall, or The Option Merger Consideration shall cause be paid by 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 Entity to the holders of cancelled Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the REIT Effective Time (and but in no event later than fifteen five (155) days Business Days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)Closing Date.

Company Options. Effective as of immediately Immediately prior to the Effective Time, or sooner as provided under the vesting of Stock Plans, each outstanding and unexercised option to purchase Common Shares issued under a Stock Plan (a “Company Option that remains outstanding as of immediately prior to the Effective Time Option”), whether or not then vested or exercisable, shall be accelerated in full. Effective as of become fully vested and exercisable and, at the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) not theretofore exercised shall be paid by cancelled and shall only entitle the Surviving Corporation promptly after the Effective Time, subject holder thereof to Section 2.8(e), receive an amount (less any required Tax withholdings as provided in Section 2.11) in cash (without interest), if any, equal to the product obtained by multiplying of (xi) the aggregate total number of Company Common Shares underlying subject to such Company Option immediately prior to the Effective Time, by Time and (yii) the amountexcess, if any, by which of (A) the Offer Price exceeds Per Share Merger Consideration over (B) the per share exercise price of per Common Share under such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Optionswithout interest. For the avoidance of doubt, no Option Consideration shall be payable with respect to in the event that the exercise price per Common Share of any Company Option with a per share exercise price that equals is equal to or exceeds greater than the amount of Per Share Merger Consideration, at the Offer Price and Effective Time, such Company Option shall be canceled and terminated cancelled without any cash payment or other consideration being made payable in respect thereof. Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, to (or pay to the Surviving Corporation’s or payroll provider for payment to) each holder of a Company Option the applicable Subsidiary’s payroll Option Consideration owed to such holder pursuant to this Section 2.10. Notwithstanding the above, Parent may require execution and delivery to the Company of a consent to cancellation in a form reasonably satisfactory to Parent and Company from any or all holders of Company Options who are current or former employees as a condition to the payment of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant Consideration to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)holder.

Company Options. Effective If a Company Optionholder exercises his or her Company Options following the date of this Agreement and holds Scheme Shares at the Scheme Record Time, such Company Optionholder shall be treated as a Scheme Shareholder and shall receive the Consideration under the Scheme of immediately Arrangement. The right to vote in respect of the Scheme Resolution and the General Meeting Resolutions shall extend to any Ordinary Shares which are issued prior to the Scheme Voting Record Time as a result of the valid exercise of any Company Options. Each Company Option which is outstanding and which has not been exercised prior to the Effective Time, Date (and whether vested or unvested): (i) that has a per share exercise price less than the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time Consideration shall be canceled and terminated as of at the Effective Time, Time and each the holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall automatically be entitled to be paid by the Surviving Corporation promptly after Company, in full satisfaction of the Effective Time, subject to Section 2.8(e)rights of such holder with respect thereto, an amount in cash (without interest), if any, equal to the product obtained by multiplying (xa) the aggregate number excess of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds Consideration over the per share exercise price of such Company Option, multiplied by (b) the total number of Ordinary Shares subject to such Company Option (which, in the “case of a Company Option Consideration”that vests in whole or in part on the basis of achievement of performance goals, shall be determined as if performance were achieved at 100% of targeted performance) (it being understood and agreed that such exercise price shall not actually be paid to the Company by the Company Optionholder); provided, if it is reasonably determined and (ii) that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with has a per share exercise price that equals equal to or exceeds greater than the amount of the Offer Price and such Company Option Consideration shall be canceled and terminated at the Effective Time, without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e(or, if expressly required by the Company Option Plan or applicable Law, for payment of $0.01 in respect of each Ordinary Share covered by the Company Option), as promptly as practicable following in full satisfaction of the rights of such holder with respect thereto. At the Effective Time, each Company Optionholder shall cease to be a holder of Company Options, such holder’s name shall be removed from the applicable register, the Company Option Plan and all agreements and other arrangements relating to the Company Options shall be terminated and be of no further force and effect. Promptly after the Effective Time (and but in no any event not later than fifteen the next payroll date following the Effective Time; provided that, if the Effective Time occurs within five (155) days after Business Days prior to such payroll date, such payment may instead be made on the Closingimmediately following payroll date). All other payments under , the Company shall pay to Company Optionholders any amounts due pursuant to this Agreement Section 2.8(1), subject to holders of Company Options, in respect of Section 2.10; such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) payment shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular through its payroll period after the Closing; provided that such holder has delivered systems with respect to Company Optionholders to the Payment Agent a completed and duly executed Form W-9 extent required by applicable Law or Form W-8BEN, as applicable)to the extent consistent with the Company’s customary payroll processes.

Company Options. Prior to the Effective as Time, the Board of Directors of the Company (the “Company Board”) (or if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar rights to purchase Company Common Stock (the vesting “Company Options”) then outstanding, under any stock option plan of each the Company, including the Company’s Stock Compensation Plan, as amended and restated, or any other plan, agreement or arrangement (the “Company Stock Option Plans”), shall become fully vested and exercisable, and that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the Surviving Corporation promptly after the Effective Timecancellation of such Company Option and in settlement therefor, a payment in cash (subject to Section 2.8(e), 2.3.8 hereof) of an amount in cash equal to the product of (without interest)A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, equal to of the product obtained by multiplying (x) Merger Consideration over the aggregate number exercise price per share of Company Shares underlying such Company Option immediately prior Common Stock previously subject to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (such amounts payable hereunder being referred to as the “Option Consideration”); provided. From and after the Effective Time, if it is reasonably determined that any such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall no longer be canceled exercisable by the former holder thereof and terminated without any cash payment or other consideration being made in respect thereof. Parent shall, or that each such former holder 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 only be entitled to the holders payment of Company Options who are current or former employees of the Company the Option Consideration. To the extent then in effect, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following after the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Time, all Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Stock Option Holder”) Plans shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (terminated and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 further Company Options or Form W-8BEN, as applicable)other awards shall be granted thereunder.

Company Options. Effective as of immediately prior to (i) At the Effective Time, by virtue thereof and without any further action by the vesting parties hereto or the holders thereof, the portion of each Company Option that remains is outstanding as of immediately prior to the Effective Time shall be accelerated that is vested (including any vesting that occurs through acceleration or otherwise in full. Effective connection with or as a result of the consummation of the transactions contemplated by this Agreement (the portion that is vested, a “Vested Company Option”)), shall, as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of converted into the Effective Time, and each holder of each such right to receive from the Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash equal to (without interest)A) the product of (i) the excess, if any, equal of the Per Share Merger Consideration over the exercise price per Share of such Vested Company Option and (ii) the total number of Shares then subject to such Vested Company Option, without interest, less (B) such amounts as are required to be withheld or deducted under the Code or any provision of state, local or foreign Tax law with respect to the product obtained by multiplying payment of the amount described in clause (xA) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to if the exercise price per Share of any such Vested Company Option with a per share exercise price that equals is equal to or exceeds greater than the amount of the Offer Price and Per Share Merger Consideration, such Vested Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereofcancelled for no consideration. Parent shall, or The Company shall cause the Surviving Corporation or a Subsidiary pay to each holder of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Vested Company Options who are current or former employees of the Company the Option Consideration, less if any required withholding Taxes payable (through the Company’s or a Company Subsidiary’s payroll system, or the Company’s or a Company Subsidiary’s equity award administrator, as may be applicable and in respect thereof pursuant to Section 2.8(eaccordance with the Company’s payroll practices including where applicable its practices for service providers located outside of the United States), as promptly soon as administratively practicable following the Effective Time (and but in no event (1) later than fifteen the first (151st) regularly scheduled payroll date after the Closing if such payroll date occurs at least three (3) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees Closing Date and (each, a “Non-Employee Option Holder”2) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular (2nd) regularly scheduled payroll period date after the Closing; provided that such holder has delivered to Closing if the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)first (1st) regularly scheduled payroll date occurs less than three (3) days after the Closing Date.

Company Options. Effective Promptly following the date of this Agreement, the Company Board (or, if appropriate, any committee administering the applicable Company Equity Plan) 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 immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in fullClosing. Effective as of the Effective Time, each unexpired and unexercised Company Option that remains outstanding as shall terminate, and, in exchange therefor, each former holder of any such terminated Company Option shall be entitled to receive, in consideration of the Effective Time shall be canceled and terminated as termination of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price and in settlement therefor, (each, an “In-the-money Option”i) shall be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, 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 obtained by multiplying of (xA) the aggregate total number of Company Shares underlying Interests held by such Company Option holder as of immediately prior to the Effective Time, by Time subject to such Company Option and (yB) the amountexcess, if any, by which of the Offer Base Per Interest Price exceeds over the per share exercise price of per Company Interests previously subject to such Company Option 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 “Option Consideration”); providedCompany) equal to the Contingent Per Interest Price as, if it is reasonably determined that such 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 the Merger consideration payable to the holders of Company Options cannot be automatically cancelled and converted into as set forth on the right Consideration Spreadsheet for distribution to receive the Option Consideration former holders of Company Options on or promptly following the Closing Date in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Optionsthis Agreement pursuant to, including those set forth in any separate agreement between the Company and the holder(s) of such Company Optionswhere applicable, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 SubsidiaryCompany’s payroll to the holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)practices.

Company Options. Effective as (i) By virtue of immediately prior to the Effective TimeMerger and without any action on the part of the Company, Parent or Merger Sub or the vesting holders of Company Options, each Company Option that remains outstanding as of and unexercised immediately prior to the Effective Time shall be accelerated in fullfull so that each such Company Option is fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. Effective as of At the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such an outstanding and unexercised Company Option with an a per share exercise price per Company Share that is less than the Offer Price Per Share Common Stock Consideration (each, an “In-the-money Money Option”) shall be eligible to receive the Option Consideration with respect to such In-the-Money Option, rounded down to the nearest whole cent or to the nearest whole share, as applicable, less applicable deductions and withholdings required by Law to be withheld in respect of such payment. Any such required withholdings may be satisfied by withholding a portion of the Cash Consideration payable with respect of such In-the-Money Option, or by a reduction in the number of Parent Common Shares delivered as the Stock Consideration payable with respect to such In-the-Money Option. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid by to the holders of such In-the-Money Options to whom such amounts would otherwise have been paid. Parent shall cause the Surviving Corporation to pay any amounts withheld for withholding Taxes promptly to the appropriate Governmental Authority on behalf of such holder of In-the-Money Options. The Option Consideration shall be payable to each holder of an In-the-Money Option in a lump sum within thirty (30) days after the Effective Time, Time and shall not be subject to the deferred payment provisions of Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x2.6(a) the aggregate number of Company Shares underlying such or Article VII. Each Company Option outstanding and unexercised immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option Time with a per share exercise price that equals greater than or exceeds equal to the amount Per Share Common Stock Consideration shall automatically be cancelled as of the Offer Price and such Company Option shall be canceled and terminated Effective Time without any cash payment or other consideration being made payable in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company Options. Effective Except as otherwise agreed in writing by Parent and a holder of immediately prior a Company Option, 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 in writing by Parent and a holder of a Company Option, at the Effective Time, by virtue of the Merger, the Company shall take such action as may be necessary so that the vesting of each Company Option held by a then-current employee or service provider shall be accelerated in full and each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of cancelled and automatically converted into the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject right to Section 2.8(e), receive an amount in cash (without interest)cash, if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Shares underlying Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time, by (y) the amountexcess, if any, by which of the Offer Per Share Price exceeds over the per share exercise price of such Company Option (the “Option Consideration”); provided, if ) (it is reasonably determined being understood and agreed that such Company Options canexercise price shall not actually be automatically cancelled and converted into the right paid to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and by the holder(s) holder of such a Company Options, Option). Parent shall cause the holder(s) Company to pay to each holder of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any applicable Taxes required withholding Taxes payable in to be withheld with respect thereof pursuant to Section 2.8(e)such payments, as promptly soon as reasonably practicable following the Effective Time (and in no event later than fifteen (15) days after Time. To the Closing). All other payments extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to holders of the Person to whom such amounts would otherwise have been paid. The Company Options, in respect of such shall take all actions necessary to effect the transactions contemplated by this Section 1.6(h)(i) under all Company Options, who are not current Option agreements and any other plan or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf arrangement of the Surviving CorporationCompany, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)including delivering all required notices.

Company Options. Effective as of immediately prior to At the Effective Time, as a result of the vesting 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 H (an “Option Cancellation Agreement”), an amount in cash per share subject to the portion of such Company Option that remains outstanding is vested and exercisable as of immediately prior to the Effective Time 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), in accordance with the Consideration Spreadsheet; provided, however, that, to the extent such Company Option is unvested at the Effective Time or the per-share exercise price associated with such Company Option exceeds the Company Per Share Amount, such Company Option shall be accelerated in fullcancelled without the payment of any consideration. Effective as of 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 any 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 Option Optionholder at the Effective Time, the amounts described in this Section 1.9(a)(ii) shall be calculated assuming that remains outstanding the Total Merger Consideration is equal to the Initial Merger Consideration, and 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 shall be canceled rounded down to the nearest whole cent and terminated as of the Effective Time, and computed after aggregating cash amounts for all Company Options held by each particular holder of each Company Options. The aggregate amount of cash payable with respect to all such Company Option with an exercise price per Company Share that Options under this Section 1.9(a)(ii) is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject referred 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 Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (as the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company Options. Effective Prior to the Closing, the Company Board shall have adopted appropriate resolutions and taken all other actions necessary and appropriate to provide that each Company Option shall be cancelled and retired and cease to exist effective as of immediately prior to the Effective Time, the vesting and, in exchange therefor, each former holder of each any such cancelled Company Option that remains outstanding has vested as of immediately prior to the Effective Time shall be (including Company Options receiving accelerated in full. Effective vesting as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled ) and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, 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 Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by for which the Offer Price Per Share Closing Amount exceeds the per share exercise price of such Company Option (such Company Option, an “In-the-Money Company Option”) shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, an amount in cash (without interest and 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 shares of vested Company Common Stock subject to such Company Option (the “Option ConsiderationShares”); provided, if it is reasonably determined that multiplied by (B) the excess of the Per Share Closing Amount over the exercise price per share of Company Common Stock previously subject to such Company Options cannot be automatically cancelled and converted into the right Option. The aggregate amount of cash payable with respect to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of all such Company Options under this Agreement, Section 2.1(b)(ii) is referred to deliver to as the Surviving Corporation an option cancellation agreement “Company Option-Based Merger Consideration.” All Company Options that are not In-the-Money Company Options that are unexercised as of the Effective Time shall be cancelled and no consideration shall be delivered in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Optionsexchange therefor. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. Parent shallOption, 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 holders of extent unvested and/or that is not an In-the-Money Company Options who are current or former employees of the Company the Option ConsiderationOption, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e)each case, as promptly as practicable following of the Effective Time (and not receiving accelerated vesting as of the Effective Time) shall be cancelled and no consideration shall be delivered in no event later than fifteen (15) days after exchange therefor. The Company Option-Based Merger Consideration shall be paid on the Closing). All other payments under this Agreement Company’s next reasonably practicable payroll date following the Closing Date to the applicable holders of Company Employee Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).

Company Options. Effective Each outstanding, unexercised and vested Company Options or, as of immediately prior to the Effective Timeapplicable, the vesting vested portion of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such a Company Option with an a per share exercise price per Company Share that is less than the Offer Price Per Share Merger Consideration (each, each an “In-the-money Money Vested Company Option”) shall shall, automatically and without any required action on the part of the holder thereof, be paid by converted into the Surviving Corporation promptly after the Effective Time, subject right to Section 2.8(e), receive an amount in cash (without interest), if any, equal to the product obtained by multiplying excess of (xi) the aggregate Per Share Merger Consideration over (ii) the exercise price of such In-the-Money Vested Company Option, multiplied by the number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such In-the-Money Vested Company Option (the “Option Consideration”); provided, if it is reasonably determined that such . Each vested Company Options cannot Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price greater than or equal to the Per Share Merger Consideration shall automatically be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms as of the applicable Effective Time without any consideration payable in respect thereof. On the Closing Date, or as promptly as practicable thereafter (but in no event later than five days thereafter), Acquisition shall pay to each holder of an In-the-Money Vested Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between Option the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the aggregate Option Consideration payable in respect to such holder of such In-the-Money Vested Company Options under pursuant to this Agreement, to deliver Section 2.7(d). Such cash consideration shall be rounded down to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory nearest cent and Acquisition shall be entitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under the Code, the rules and regulations promulgated thereunder, or any other applicable Laws. To the extent that amounts are so withheld by Acquisition, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Surviving Corporation in holder of the In-the-Money Vested Company Options with respect of to whom such Company Optionsamounts were withheld by Acquisition. For Notwithstanding anything contained herein to the avoidance of doubtcontrary, no Option Consideration shall be payable with respect paid to any Company Option with a per share exercise price that equals or exceeds the amount holder of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)Principal Shares.

Company Options. Prior to the Effective Time, the Company shall take all actions under the NYMAGIC, INC. 1991 Stock Option Plan, the NYMAGIC, INC. 2002 Nonqualified Stock Option Plan as amended and restated and the NYMAGIC, INC. 2004 Amended and Restated Long-Term Incentive Plan (together, the “Company Stock Plans”) and otherwise necessary to provide that the unexercised portion of each option outstanding immediately prior to the Effective Time that represents the right to acquire Company Shares (each, a “Company Option”) shall at the Effective Time vest in full, to the extent unvested, and then be canceled, terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each Company Share then subject to the Company Option; provided, however, that no action taken by the Company or any holder of a Company Option shall be required to be irrevocable until immediately prior to the Effective Time, . Such actions shall include the vesting Company’s use of each Company Option that remains outstanding as of immediately prior its best efforts to obtain the Effective Time shall be accelerated in full. Effective as consent of the Effective Timeholders of any Underwater Option to cancel and terminate the Underwater Option without receipt of any Option Consideration. For purposes of this Agreement, each Company “Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective TimeConsideration” means, and each holder of each such Company Option with an exercise price per respect to any Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e)a particular Company Option, an amount in cash (without interest)equal to the excess, if any, equal to the product obtained by multiplying of (xi) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by Merger Consideration over (yii) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, Shares subject to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company OptionsOption and any required withholding Taxes. For It is understood for the avoidance of doubt, no Option Consideration shall be payable with respect to any doubt that a Company Option with a per share for which such exercise price that equals or exceeds the amount of the Offer Price and such Company Option Merger Consideration (“Underwater Option”) per share shall be canceled and terminated without the receipt of any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), . The Option Consideration shall be paid as promptly soon as practicable following after the Effective Time (and Closing Date, but in no event later than fifteen three (153) days Business Days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)Closing Date.

Company Options. Each Company Option shall become fully vested and exercisable immediately prior to, but contingent upon, the Merger 1 Effective Time. Subject to Section 2.9 and Article VIII, each share of Company Common Stock underlying a Company Option (whether vested or unvested) that has not been exercised prior to the Merger 1 Effective Time shall be canceled in consideration of payment to the holder thereof (each, an “Optionholder”) of (i) the Per Share Common Cash Amount minus the product of the exercise price per share of Company Common Stock subject or related to such Company Option times the Cash Consideration Ratio, without interest, and (ii) the Per Share Common Stock Amount minus that number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) the product of the Stock Consideration Ratio times the exercise price per share of Company Common Stock subject or related to such Company Option held by such Optionholder as of immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Merger 1 Effective Time shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(ewhether vested or unvested), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Parent Stock Price exceeds the per share exercise price of such Company Option (the “Option ConsiderationPayment”). Each Option Payment shall be adjusted for applicable withholding Taxes which shall be paid from the cash portion of such Option Payment; provided, if it is reasonably determined however, that such Company Options cannot payment shall be automatically cancelled and converted into the right made only to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between Optionholders who have delivered to the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving Closing an executed consent agreement and release (the “Optionholder Consent Agreement”) in the form attached hereto as Exhibit A. The Option Consideration Payment shall constitute the sole consideration payable in respect of such all canceled Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation and no additional consideration shall be paid in respect of such any canceled Company Options. For The Company shall take all necessary actions, including providing any required notice to Optionholders or obtaining any required consents from Optionholders, necessary to effect the avoidance of doubt, no Option Consideration shall be payable with respect transactions described in this Section 2.8(d) and to any terminate the Company Option with a per share exercise price that equals or exceeds Plan effective at the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Merger 1 Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)Time.

Company Options. Effective as of immediately prior (a) Prior to the Effective Time, Parent and the vesting Company shall take such action as may be necessary to cause each unexpired and unexercised option, whether vested or unvested, to purchase shares of each Company Option that remains outstanding as of immediately prior Common Stock (a "Company Option") under the Company's Equity Plan (the "Company's Equity Plan") to be automatically converted at the Effective Time into an option (a "Substituted Option") to purchase a number of shares of Parent Common Stock equal to the product of (i) the Exchange Ratio and (ii) the number of shares of Company Common Stock subject to the Company Option (rounded down to the nearest whole number of shares of Parent Common Stock) at a price per share of Parent Common Stock equal to the per-share option exercise price specified in the Company Option divided by the Exchange Ratio (rounded up to the nearest whole cent). Each Substituted Option shall otherwise be subject to the identical terms and conditions as its corresponding Company Option, including, without limitation, terms and conditions with respect to vesting, exercisability, change in control benefits, cash-out triggers, and adjustments upon changes in Parent Common Stock. In addition, and notwithstanding the foregoing, the terms of each Substituted Option shall provide each option holder with identical benefits (economic or otherwise) as those included in the corresponding Company Option. The date of grant of the Substituted Option shall be accelerated in fullthe date on which the corresponding Company Option was granted. Effective as of At the Effective Time, each (i) all references in the Company's Equity Plan and the related stock option agreements to the Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by deemed to refer to the Surviving Corporation promptly after and (ii) the Effective Time, subject to Section 2.8(e), an amount in cash (without interest), if any, equal Surviving Corporation shall assume all of the Company's obligations with respect to the product obtained by multiplying (x) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by (y) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”); provided, if it is reasonably determined that such Company Options cannot be automatically cancelled and converted into the right as so amended. If necessary, Parent shall amend its stock option plan or take any other steps that are appropriate to receive the Option Consideration in accordance permit compliance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(s) of such Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable)2.04.

Company Options. Effective Except as otherwise agreed by Newco and a holder of a Company Option, Newco 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 Newco and a holder of a Company Option, the Company shall take such action as may be necessary so that immediately prior to the Effective TimeTime by virtue of and subject to the Merger, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of full in accordance with the Effective Time, each Company Option that remains outstanding as of terms thereof and thereupon cancelled and automatically converted into the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an exercise price per Company Share that is less than the Offer Price (each, an “In-the-money Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject right to Section 2.8(e), receive an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Shares underlying Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time, by and (y) the amountPer Share Price, if any, by which the Offer Price exceeds less the per share exercise price of such Company Option (the “Option Consideration” and, together with the Share Consideration, the “Merger Consideration”); provided, if ) (it is reasonably determined being understood and agreed that such Company Options canexercise price shall not actually be automatically cancelled and converted into the right paid to receive the Option Consideration in accordance with the terms of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and by the holder(s) holder of such a Company Options, the holder(s) of such Company Options shall be required, prior to receiving the Option Consideration payable in respect of such Company Options under this Agreement, to deliver to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to the Surviving Corporation in respect of such Company OptionsOption). For the avoidance of doubt, no Option Consideration shall be payable with respect to any Company Option with a per share exercise price that equals or exceeds the amount of the Offer Price and such Company Option shall be canceled and terminated without any cash payment or other consideration being made in respect thereof. Parent Newco shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation Company to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the holders of Company Options who are current or former employees of the Company the Option Consideration, without interest thereon, less any applicable Taxes required withholding Taxes payable in to be withheld with respect thereof pursuant to Section 2.8(e)such payments, as promptly soon as reasonably practicable following the Effective Time (and in no event later than fifteen (15) days after Time. To the Closing). All other payments extent that Taxes are deducted or withheld from the Option Consideration, such amounts shall be treated for all purposes under this Agreement as having been paid to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made and received by the Payment Agent, on behalf Person to whom such amounts would otherwise have been paid. The Company shall take all actions necessary to effect the transactions contemplated by this Section 2.7(e) under all Company Option agreements and any other plan or arrangement of the Surviving CorporationCompany, as promptly as practicable following including delivering all required notices and making any determinations and/or resolutions of the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent Company Board or a completed and duly executed Form W-9 or Form W-8BEN, as applicable)committee thereof.

Company Options. Effective as of Upon the terms and subject to the conditions set forth in this Agreement, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, the vesting of each Company Option that remains outstanding as of immediately prior to the Effective Time shall be accelerated in full. Effective as of the Effective Time, each Company Option that remains outstanding as of the Effective Time shall be canceled and terminated as of the Effective Time, and each holder of each such Company Option with an a per share exercise price per Company Share that is less than the Offer Price Per Share Merger Consideration (each, an a “InCashed-the-money Out Option”) shall be paid by the Surviving Corporation promptly after the Effective Time, subject to Section 2.8(e), shall automatically and without any action on the part of the holders thereof, be converted into the right to receive an amount in cash (without interest), if any, equal to the product obtained by multiplying (xi) the aggregate number of Company Shares underlying such Company Option immediately prior to the Effective Time, by Per Share Merger Consideration less (yii) the amount, if any, by which the Offer Price exceeds the per share exercise price of such Company Cashed-Out Option, multiplied by the number of Shares underlying such Cashed-Out Option (the “Option Consideration”); provided. As promptly as reasonably practicable following the Closing Date, if it is reasonably determined that such but in no event later than the fifth Business Day immediately after the Effective Time, the Surviving Company Options cannot shall pay (or cause to be automatically cancelled and converted into paid on its behalf) to each holder of a Cashed-Out Option, through the right to receive applicable entity’s payroll system, the aggregate Option Consideration in accordance with (without interest) payable to such holder of a Cashed-Out Option pursuant to this Section 3.2(a). Such cash consideration shall be rounded down to the terms nearest cent, and the Surviving Company (or such Person(s) making payment on behalf of the applicable Company Stock Plan and other terms of such Company Options, including those set forth in any separate agreement between the Company and the holder(sSurviving Company) of such Company Options, the holder(s) of such Company Options shall be requiredentitled to deduct and withhold from such cash consideration all amounts required to be deducted and withheld under applicable Laws. To the extent that amounts are so withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company), prior to receiving the Option Consideration payable in respect such withheld amounts shall be treated for all purposes of such Company Options under this Agreement, to deliver Agreement as having been paid to the Surviving Corporation an option cancellation agreement in a form reasonably satisfactory to holder of the Surviving Corporation in respect of such Company Options. For the avoidance of doubt, no Option Consideration shall be payable Cashed-Out Options with respect to any whom such amounts were withheld by the Surviving Company (or such Person(s) making payment on behalf of the Surviving Company). Each Company Option outstanding and unexercised immediately prior to the Effective Time with a per share exercise price that equals greater than or exceeds equal to the amount Per Share Merger Consideration shall automatically be cancelled as of the Offer Price and such Company Option shall be canceled and terminated Effective Time without any cash payment or other consideration being made payable in respect thereof. 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 holders of Company Options who are current or former employees of the Company the Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 2.8(e), as promptly as practicable following the Effective Time (and in no event later than fifteen (15) days after the Closing). All other payments under this Agreement to holders of Company Options, in respect of such Company Options, who are not current or former employees (each, a “Non-Employee Option Holder”) shall be made by the Payment Agent, on behalf of the Surviving Corporation, as promptly as practicable following the Effective Time (and in no event later than the second regular payroll period after the Closing; provided that such holder has delivered to the Payment Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable).