Common use of Company Options Clause in Contracts

Company Options. As of the close of business on May 31, 2005: (i) 9,947,621 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors (collectively, the “Company Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and (iii) 3,173,195 shares of Company Common Stock are issuable under the Company Purchase Plans. Section 2.2(c)(i) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (c) the number of shares of Company Common Stock subject to such Non-Employee Option, (d) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Option is vested and exercisable as of the date hereof, and (g) the date on which such Non-Employee Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, profit participation or other similar rights with respect to the Company.

Company Options. As of the close of business on May 31, 2005the date immediately preceding the date hereof: (i) 9,947,621 1,132,809 shares of Company Common Stock are were issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock Options under the Company’s 1987 Equity Participation 1990 Stock Option Plan, Amended and Restated 1995 Equity Participation the Company’s 1998 Stock Option Plan, the Company’s 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors and the Company’s 2006 Stock Option / Stock Issuance Plan (collectively, the “Company Stock Option Plans”) (equity or ). No options to purchase Company stock are outstanding other equity-based awardsthan under the Option Plans. Since May 16, whether payable in cash2008, the Company has not granted any Options, shares of Restricted Stock, subscriptions, rights (including stock appreciation rights whether settled in cash or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and (iii) 3,173,195 Stock), warrants to acquire any shares of Company Common Stock are issuable under the Company Purchase Planscapital stock, restricted stock, restricted stock units, performance shares, performance share units or other equity based awards or entered into any agreements or commitments of any character obligating it to grant any such securities. Section 2.2(c)(i4.2(b)(i) of the Company Disclosure Letter Schedule sets forth a list of each Option outstanding Non-Employee Optionas of the close of business on the date immediately preceding the date hereof, including: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (cb) the number of shares of Company Common Stock subject to such Non-Employee Option, (c) the exercise price of such Option, (d) the exercise price of date on which such Non-Employee OptionOption was granted or issued, (e) the date on Option Plan under which such Non-Employee Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Option is vested and exercisable as of the date hereof, such date; and (g) the date on which such Non-Employee Option expires. All options were granted, with a per share exercise price at least equal to the fair market value of one share of Company Common Stock as of the date of grant of such Option. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii4.2(b)(ii) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option in connection with or as a result of the Offer or the Merger (whether alone or upon the occurrence of any additional or subsequent events). There Except as set forth in Section 4.2(b)(iii) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, restricted stock, restricted stock unit, profit participation or other similar rights with respect to the Company.

Company Options. As of the close of business on May 311, 20052006: (i) 9,947,621 4,323,477 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation 1996 Stock Option Plan, 1997 Stock Option Plan of Pathlight Technology, Inc., 1999 Team Member Plan, Amended and Restated 1995 Equity Participation 1999 Stock Incentive Compensation Plan, 2004 Long Term Incentive Plan Outside Directors August 2000 Stock Option Program and Amended and Restated 2002 Team Member Retention Stock Option Plan for Non-Employee Directors (collectively, the “Company Stock Option Plans”) (equity or other equity-based awards, other than the Rocksoft retention stock awards described in Section 6.9(b), whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 9.81 and 4,219,928 2,285,147 such Company Options are vested and exercisable; (ii) 6,528,501 1,350,103 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 5,596,629 shares of Company Common Stock are issuable under the Amended and Restated 1997 Stock Purchase Plan (the “Company Purchase PlansPlan”); (iv) no shares of Company Common Stock are issuable pursuant to outstanding options to purchase Company Common Stock (A) which are issued other than pursuant to the Company Stock Option Plans and (B) other than shares reserved for issuance under the Company Purchase Plan; and (v) there are no warrants for the issuance of Company Common Stock. Section 2.2(c)(i3.2(c) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (c) the number of shares of Company Common Stock subject to such Non-Employee Option, (d) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Option was granted or issuedgranted, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Option is vested and exercisable as of the date hereof, and (g) the date on which such Non-Employee Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase PlansPlan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, there There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). As of the end of the most recent bi-weekly payroll period ending prior to the date hereof, the aggregate amount credited to the accounts of participants in the Company Purchase Plan was $356,292.90 and the aggregate amount credited to such accounts for such bi-weekly payroll period was $79,942.91. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.

Company Options. As of the close of business on May 31March 2, 20052006: (i) 9,947,621 20,070,455 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 2000 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated the Company’s 1996 Stock Option Option/Stock Issuance Plan for Non-Employee Directors (collectively, the “Company Stock Option Plans”) (equity or other equity-based awardssuch options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 6.23, and 4,219,928 15,683,189 of such Company Options are vested and exercisable; (ii) 6,528,501 6,301,825 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 2,650,228 shares of Company Common Stock are issuable under the Company’s Employee Stock Purchase Plan (the “ESPP”); and (iv) there are no shares of Company Purchase Common Stock issuable upon the exercise of outstanding options to purchase Company Common Stock that were not issued under the Option Plans. Section 2.2(c)(i2.2(b)(i) of the Company Disclosure Letter Schedule sets forth a list of each outstanding Non-Employee Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Company Option, ; (cb) the number of shares of Company Common Stock subject to such Non-Employee Company Option, ; (dc) the exercise price of such Non-Employee Company Option, ; (ed) the date on which such Non-Employee Company Option was granted or issued, ; (e) the Option Plan under which such Company Option was issued and whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or a nonqualified stock option; (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries; and (g) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereof, and ; (gh) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase PlansESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii2.2(b)(ii) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(b)(iii) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. Since the Company’s initial public offering, each outstanding Company Option has been granted with an exercise price no less than the fair market value of the shares of Company Common stock subject to such Company Options on the date of grant.

Company Options. As of the close of business on May 31April 24, 20052007: (i) 9,947,621 1,193,747 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors Directors’ Stock Option Plan, as amended, 1988 Equity Incentive Plan, as amended, and 2002 Equity Incentive Plan (collectivelytogether, the “Company Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 203,953 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 no shares of Company Common Stock are issuable under pursuant to outstanding options to purchase Company Common Stock which are issued other than pursuant to the Company Purchase Stock Option Plans; and (iv) there are no warrants for the issuance of Company Common Stock. Section 2.2(c)(i3.2(b) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Company Option was granted (b) the name of the holder of such Non-Employee Company Option, (c) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (d) the exercise price of such Non-Employee Company Option, (e) the date on which such Non-Employee Company Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereofApril 30, 2007, and (g) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except All options to purchase Company Common Stock outstanding as set forth in Section 2.2(c)(ii) of the date hereof or issued by the Company Disclosure Letter, there in the last five years have been issued at exercise prices at least equal to the fair market value per share of Company Common Stock on the date of grant. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. The Company has not issued any Company Options since April 2, 2007.

Company Options. As of (a) Each Company Option that remains outstanding and unexercised immediately prior to the close of business on May 31, 2005: (i) 9,947,621 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors (collectively, the “Company Stock Option Plans”) (equity or other equity-based awardsEffective Time, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 shares of Company Common Stock are available for future grant under the Company Stock Option Plans Plan or otherwise, will, at the Effective Time, become fully vested and (iii) 3,173,195 shares then be cancelled and such holder NAI-1503806643v11 of Company Common Stock are issuable under Option shall cease to have any rights with respect thereto other than the Company Purchase Plans. Section 2.2(c)(i) right to receive, with respect to In-Money Options, the following amounts of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Option: cash, without interest: (a1) the particular Company Stock Option Plan difference of (if any) pursuant to which any such Non-Employee Option was granted (bA) the name product of (x) the holder of such Non-Employee Option, Nominal Per Share Common Consideration multiplied by (cy) the number of shares of Company Common Stock subject to such NonIn-Employee OptionMoney Option minus (B) the product of (1) the Holdback Pro Rata Portion attributable to such In-Money Option multiplied by (2) the Holdback Amount minus (C) in the case of Escrow Participants, the product of (1) the Escrow Pro Rata Portion attributable to such In-Money Option multiplied by (2) the sum of (x) the Regular Indemnification Escrow Amount, (dy) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Option is vested and exercisable as of the date hereofSpecial Indemnification Escrow Amount, and (gz) the date on which such Non-Employee Option expires. All Representative’s Expense Amount minus (D) the aggregate exercise price for the number of shares of Company Common Stock subject to issuance under such Company Option; (2) in accordance with Section 2.10, the Company Stock Option Plans product of (A) any Post-Closing Addition multiplied by (B) the Holdback Pro Rata Portion attributable to such In-Money Option; and (3) for Escrow Participants, from time to time in accordance with the Escrow Agreement and Section 7.4 or Section 9.13, the Company Purchase Plans, upon issuance on product of (A) the terms and conditions specified in the instruments aggregate amount payable pursuant to which they are issuablethe Escrow Agreement and Section 7.4 or Section 9.13 multiplied by (B) the Escrow Pro Rata Portion attributable to such In-Money Option. (b) The Company will take all actions necessary to ensure that all Company Options outstanding immediately prior to the Effective Time will automatically be canceled and will cease to exist at the Effective Time, would be duly authorizedand that the holders of Company Options will have no rights, validly issuedtitle, fully paid and nonassessable. Except interest or claims in or to any Company Capital Stock, or, except as expressly set forth in Section 2.2(c)(ii2.8(a), any other consideration. (c) Parent will cause all cash amounts payable pursuant to Section 2.8(a) to be deposited with the Company on behalf of the Company Disclosure Letterholders of In-Money Options for payment to them. The Surviving Corporation shall distribute all such amounts (subject to applicable Tax withholding) to the holders of In-Money Options. Any consideration payable pursuant to Section 2.8(a)(3) with respect to In-Money Options held by Escrow Participants will, there are no commitments to the maximum extent permitted by Law, only be paid in accordance with Treasury Regulations Section 1.409A-3(i)(5)(iv)(A) or agreements in a manner exempt from the requirements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result Section 409A of the Merger Internal Revenue Code in reliance upon Treasury Regulations Section 1.409A-1(b)(4). (whether alone or upon d) For the occurrence avoidance of doubt, all Out-of-Money Options shall be cancelled and shall not have any additional or subsequent events). There are no outstanding or authorized stock appreciation, profit participation or other similar further rights with respect to such Out-of-Money Options (including the Companyright to receive any consideration in respect thereof).

Company Options. As of the close of business on May 31April 24, 20052007: (i) 9,947,621 1,193,747 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors Directors' Stock Option Plan, as amended, 1988 Equity Incentive Plan, as amended, and 2002 Equity Incentive Plan (collectivelytogether, the “Company Stock Option Plans”) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 203,953 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 no shares of Company Common Stock are issuable under pursuant to outstanding options to purchase Company Common Stock which are issued other than pursuant to the Company Purchase Stock Option Plans; and (iv) there are no warrants for the issuance of Company Common Stock. Section 2.2(c)(i3.2(b) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Company Option was granted (b) the name of the holder of such Non-Employee Company Option, (c) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (d) the exercise price of such Non-Employee Company Option, (e) the date on which such Non-Employee Company Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereofApril 30, 2007, and (g) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except All options to purchase Company Common Stock outstanding as set forth in Section 2.2(c)(ii) of the date hereof or issued by the Company Disclosure Letter, there in the last five years have been issued at exercise prices at least equal to the fair market value per share of Company Common Stock on the date of grant. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. The Company has not issued any Company Options since April 2, 2007.

Company Options. As of the close of business on May 31November 10, 2005: (i) 9,947,621 11,531,827 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation 2000 Supplemental Stock Option Plan, Amended and Restated 1995 Equity Participation 1993 Stock Option Plan, 2004 Long Term and the Company’s Amended and Restated 2002 Equity Incentive Plan and Amended upon the exercise of outstanding options that were assumed by the Company in connection with various acquisitions and Restated Stock Option Plan for Non-Employee Directors that were granted under the stock option plans listed on Section 2.2(c)(i) of the Company Disclosure Schedule (collectively, the “Company Stock Option Plans”) (equity or other equity-based awardssuch options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 2.59 and 4,219,928 4,291,923 such Company Options are vested and exercisable; (ii) 6,528,501 2,621,819 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 667,970 shares of Company Common Stock are issuable under the Company Purchase Plan and (iv) 1,675,000 shares of Company Common Stock were subject to issuance pursuant to outstanding Company Options outside of the Company Stock Option Plans. Section 2.2(c)(i) of the Company Disclosure Letter Schedule sets forth a list as of November 10, 2005 of each outstanding Non-Employee Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Company Option, (cb) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (c) the exercise price of such Company Option, (d) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Company Option was granted or issued, (e) the Company Stock Option Plan under which such Company Option was issued and whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or a nonqualified stock option, (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the applicable vesting scheduleCompany or any of its Subsidiaries, if any, and (g) the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereofNovember 10, 2005 and (gh) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase PlansPlan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, there are no Schedule sets forth all commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(c)(iii) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company Purchase Plan for, and as of, the end of the payroll period ending October 31, 2005. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.

Company Options. As of the close of business on May 31, 2005: (i) 9,947,621 shares of Company Common Stock are issuable upon the exercise of Each outstanding options stock option to purchase Company Common Stock or upon settlement granted under any Company Benefit Plan (including, for the avoidance of restricted stock units or common stock equivalents in the form of Company Common Stock under doubt, the Company’s 1987 Equity Participation 1998 Employee Stock Option Plan, as amended, or the Company’s Amended and Restated 1995 Equity Participation 2000 Employee Stock Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors as amended (collectively, the “Company Stock Option Plans”)) (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant that is outstanding immediately prior to the Company Stock Option Plans are referred to in this Agreement as Effective Time (collectively, the “Company Options”), the weighted average exercise price whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each holder of such Company Options is $24.62 and 4,219,928 such Company Options are vested and exercisable; Option shall receive from Parent or the Surviving Company: (iii) 6,528,501 shares of Company Common Stock are available for future grant under within five Business Days following the Company Stock Option Plans and Closing Date, an amount in cash in respect thereof, if any, equal to the product obtained by multiplying (iiiA) 3,173,195 shares of Company Common Stock are issuable under the Company Purchase Plans. Section 2.2(c)(iCash Percentage by (B) the excess, if any, of the Company Disclosure Letter sets forth a list Deemed Value of each outstanding Non-Employee Option: Merger Consideration over the per share exercise price thereof by (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (cC) the number of shares of Company Common Stock subject to such Non-Employee Company Option; and (ii) within three Business Days following the Closing Date, (d) the exercise price a number of such Non-Employee Option, (e) the date on which such Non-Employee Option was granted or issued, (f) the applicable vesting scheduleshares of Parent Common Stock in respect thereof, if any, and equal to the extent to which such Non-Employee Option is vested and exercisable as quotient of (A) the product obtained by multiplying (1) the Stock Percentage by (2) the excess, if any, of the date hereof, and Deemed Value of Merger Consideration over the per share exercise price thereof by (g3) the date on which such Non-Employee Option expires. All number of shares of Company Common Stock subject to issuance under such Company Option, divided by (B) the Company Parent Common Stock Option Plans and the Company Purchase PlansPrice, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuableprovided, would be duly authorizedthat, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, profit participation or other similar rights with respect to the Companyaggregate number of shares of Company Common Stock that the holder of Company Options is eligible to receive pursuant to this Section 1.8(a) when taking into account all Company Options held by such holder, any fractional shares that would otherwise be issuable pursuant to this Section 1.8(a) shall be rounded down to the nearest whole number. Applicable Tax withholdings with respect to the consideration payable pursuant to this Section 1.8(a) first shall reduce the shares of Parent Common Stock payable pursuant to this Section 1.8(a) (based on the Parent Closing Price).

Company Options. As of the close of business on May 31April 16, 20052010: (i) 9,947,621 10,473,594 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation 1999 Stock Option Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated 1999 Non-qualified Stock Option Plan for Non-Employee Directors and the PaylinX Plan (collectively, the “Company Stock Option Plans”) (equity or other equity-based awardssuch options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 12.23073 and 4,219,928 5,396,916 such Company Options are vested and exercisable; (ii) 6,528,501 2,603,091 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 120,495 shares of Company Common Stock are issuable under the Company Purchase Plans. Section 2.2(c)(iESPP; and (iv) no shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted outside of the Company Disclosure Letter sets forth Stock Option Plans, or the Company ESPP. The Company has made available to Parent a list as of April 16, 2010, for each outstanding Non-Employee such Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Company Option, (cb) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (c) the exercise price of such Company Option, (d) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Company Option was granted or issued, (e) the Company Stock Option Plan under which such Company Option was issued and whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries, (g) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereof, hereof and (gh) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase PlansESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company Stock Option Plans and the Company ESPP are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options or other compensatory equity-based awards have been or may be granted. Except as set forth in Section 2.2(c)(ii2.2(b) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(b) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.

Company Options. As of the close of business on May 31, 2005the date hereof: (i) 9,947,621 45,000 shares of Company Common Stock are issuable upon the exercise of outstanding options options, vested and unvested, to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 's 1996 Employee Stock Incentive Plan (the "1996 Plan") and 907,200 shares of Company Common Stock are issuable upon the exercise of outstanding options, vested and unvested, to purchase Company Common Stock under the Company's 2003 Equity Participation Incentive Plan (the "2003 Plan" and together with the 1996 Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option Plan for Non-Employee Directors (collectively, the “Company Stock "Option Plans”") (equity or other equity-based awardssuch options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “"Company Options”"), the weighted average exercise price of such Company Options is nineteen dollars and ninety-one cents ($24.62 19.91), and 4,219,928 45,000 of such Company Options under the 1996 Plan and 484,700 of such Company Options under the 2003 Plan are vested and exercisable; (ii) 6,528,501 no shares of Company Common Stock are available for future grant under the Company Stock Option Plans 1996 Plan and (iii) 3,173,195 744,000 shares of Company Common Stock are issuable available for future grant under the 2003 Plan; and (iii) no shares of Company Purchase Common Stock were subject to issuance pursuant to outstanding Company Options outside of the Option Plans. Section 2.2(c)(i3.2(b)(i) of the Company Disclosure Letter Schedule sets forth a list of each outstanding Non-Employee Company Option, including: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (c) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (db) the exercise price of such Non-Employee Company Option, (ec) the date on which such Non-Employee Company Option was granted or issued, (d) the Option Plan under which such Company Option was issued and whether such Company Option is an "incentive stock option" (as defined in Section 422 of the Code) or a nonqualified stock option, (e) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries, (f) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereof, ; and (g) the date on which such Non-Employee Company Option expires. The Company has delivered to Parent a correlated list of names of the holders of such Company Options. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii3.2(b)(iii) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company. The per share exercise price of each Company Option is not (and is not deemed to be) less than the fair market value of a share of Company Common Stock as of the date of grant of such Company Option. All grants of Company Options were properly approved by the board of directors of the Company (or a duly authorized committee or subcommittee thereof) in compliance with all Laws and recorded on the Company Financials in accordance with GAAP, and no such grants involved any "back dating", "forward dating" or similar practices that date any Company Option as of any date other that the date of its actual grant.

Company Options. As of the close of business on May 31April 16, 20052010: (i) 9,947,621 10,473,594 shares of Company Common Stock are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company’s 1987 Equity Participation 1999 Stock Option Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated 1999 Non-qualified Stock Option Plan for Non-Employee Directors and the PaylinX Plan (collectively, the “Company Stock Option Plans”) (equity or other equity-based awardssuch options, whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $24.62 12.23073 and 4,219,928 5,396,916 such Company Options are vested and exercisable; (ii) 6,528,501 2,603,091 shares of Company Common Stock are available for future grant under the Company Stock Option Plans and Plans; (iii) 3,173,195 120,495 shares of Company Common Stock are issuable under the Company Purchase Plans. Section 2.2(c)(iESPP; and (iv) no shares of Company Common Stock were subject to issuance pursuant to outstanding stock options granted outside of the Company Disclosure Letter sets forth Stock Option Plans, or the Company ESPP. The Company has made available to Parent a list as of April 16, 2010, for each outstanding Non-Employee such Company Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Company Option, (cb) the number of shares of Company Common Stock subject to such Non-Employee Company Option, (c) the exercise price of such Company Option, (d) the exercise price of such Non-Employee Option, (e) the date on which such Non-Employee Company Option was granted or issued, (e) the Company Stock Option Plan under which such Company Table of Contents Option was issued and whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or a non-qualified stock option, (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries, (g) the applicable vesting schedule, if any, and the extent to which such Non-Employee Company Option is vested and exercisable as of the date hereof, hereof and (gh) the date on which such Non-Employee Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company Purchase PlansESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessablenon-assessable. The Company Stock Option Plans and the Company ESPP are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options or other compensatory equity-based awards have been or may be granted. Except as set forth in Section 2.2(c)(ii2.2(b) of the Company Disclosure LetterSchedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(b) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to the Company.