Common use of Company Stock Options and Warrants Clause in Contracts

Company Stock Options and Warrants. (a) At the Effective Time, each option and warrant granted by the Company to purchase shares of Company Common Stock, which is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the Company Stock Option Plan and stock option or warrant agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its Compensation Committee shall be substituted for the Company and the Committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code.

Company Stock Options and Warrants. (a) At the Effective Time, each option all ---------------------------------- options and warrant granted by the Company to purchase shares of Company Common Stock, which is warrants then outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 1995 Incentive Stock Option Plans or Plan and the Officers' Contingent Stock Option 1996 Equity Participation Plan (collectively, the "COMPANY STOCK OPTION PLANSCompany Stock Option -------------------- Plans") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into assumed by Parent in such manner that Parent is a corporation ----- "assuming a stock option in a transaction to which section 424(a) applies" within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"). The options and become rights with respect warrants assumed by Parent as provided ---- above and the warrants issued to Parent Common StockWinStar Communications, Inc. and Parent Electronic Press Services, Inc. shall assume each Option, in accordance with be exercisable upon the same terms of and conditions as under the Company Stock Option Plan Plans and stock the option agreements and warrants issued thereunder and such warrants, except that each such option or warrant agreement by which it is evidenced, except that from and after the Effective Time, (iA) Parent and its Compensation Committee shall be substituted exercisable for the Company and the Committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the that number of shares of Parent Common Stock subject to such Option shall be equal to the product of (i) the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such Option option or warrant immediately prior to the Effective Time multiplied by (ii) a fraction, the Exchange Ratio, and (iv) the per share exercise price under each such Option numerator of which shall be adjusted by dividing the per Per Share Amount and the denominator of which shall be $27 1/8 (with any fractional share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iiiParent Common Stock being disregarded) and (ivB) the exercise price per share of Parent Common Stock shall equal the exercise price per share of Company Common Stock theretofore in effect multiplied by a fraction, the numerator of which shall be $27 1/8 and the denominator of which shall be the Per Share Amount. From and after the Effective Time, no additional options or warrants shall be granted under Company Stock Option Plans. In connection with the assumption of the first sentence of this SECTION 3.08(a)options outstanding under Company Stock Option Plans, each Option which is an "Parent shall use its best efforts to effect such assumption in such a manner as to not affect the incentive stock option" option status of those options which are intended to be incentive stock options at the Effective Time. From the date hereof, Company shall not accelerate, or take any action which would cause the acceleration of, the vesting of any of the options outstanding under the Company Stock Option Plans by reason of the Offer or the Merger and any agreement providing for such acceleration shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Coderescinded.

Company Stock Options and Warrants. (a) At the Effective Time, each option by virtue of the Merger and warrant granted by without any further action on the part of the Company or the holder thereof each unexpired and unexercised option to purchase shares of Company Common Stock, which is outstanding immediately prior thereto Stock (an a "OPTION" or, collectively, Company Stock Option") granted under the "OPTIONS"), Company Stock Plans (as hereinafter defined) or otherwise granted by the Company under the Company's 1992outside of any Company Stock Plan, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at will be assumed by Parent as hereinafter provided. At the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of 50%of the Company Stock Options which have a per share option exercise price equal to or less than the Cash Consideration ("Positive Value Options") shall be automatically converted into the right to receive cash equal to the difference between the Cash Consideration and the per share exercise price of such Positive Value Options and the remaining 50% of the Positive Value Options will be automatically converted into the right to receive options (the "Parent Stock Options") to purchase a number of shares of Parent Common Stock equal to the number of shares of Company Common Stock that could have been purchased under such Positive Value Options multiplied by the Conversion Ratio, at a price per share of Parent Common Stock equal to the per share option exercise prices specified in the Positive Value Option, divided by the Conversion Ratio. Positive Value Options will be equally allocated between cash and Parent Stock Options. Such Parent Stock Options shall otherwise be subject to the same terms and conditions as such Positive Value Options. All Company Stock Options which have a per share option exercise price greater than the Cash Consideration shall be automatically converted into an option to purchase a number of shares of Parent Common Stock equal to the number of shares of Company Common Stock that could have been purchased under such Company Stock Option Plan and stock multiplied by the Conversion Ratio, at a price per share of Parent Common Stock equal to the per share option or warrant agreement exercise price specified in the Company Stock Option, divided by which it is evidenced, except that from and after the Conversion Ratio. At the Effective Time, (i) Parent all references in the Company Stock Plans, the applicable stock option or other awards agreements issued thereunder and its Compensation Committee in any other Company Stock Options to the Company shall be substituted for deemed to refer to Parent; and (ii) Parent shall assume the Company Stock Plans and the Committee all of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such obligations with respect to the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the CodeOptions.

Company Stock Options and Warrants. Except as set forth below, the terms and provisions of the Company Stock Option Plan (aas defined below) shall continue in full force and effect and shall govern each option (or portion of the option, as the case may be) outstanding immediately prior to the Effective Time under the Company Stock Option Plan, whether vested, unvested, exercisable or unexercisable (a "Company Stock Option"). At the Effective Time, each option and warrant granted by the Company to purchase shares of Company Common Stock, which is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the Company Stock Option Plan then outstanding and stock option each warrant or warrant agreement by which it is evidencedother right (other than the Company Preferred Stock) to receive Company Common Stock then outstanding (together with Company Stock Options, except that from and after the Effective Time, (i"Company Rights") Parent and its Compensation Committee shall be substituted for the Company and the Committee of the Company's Board of Directors automatically converted, without any further action, into an option, warrant or right to purchase or acquire Parent Shares (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of a "Parent Common Stock (or cash, if so provided under the terms of such OptionRight"), (iii) the . The number of shares of Parent Common Stock subject to such Option Shares for which each Company Right shall be exercisable shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock that were subject to such Option the Company Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio rounded down to the nearest whole number of Parent Shares, and (iv) at an exercise price per Parent Share equal to the per share exercise price under of each such Option shall be adjusted by dividing Company Right immediately prior to the per share exercise price under each such Option Effective Time divided by the Exchange Ratio and rounding rounded up to the nearest whole cent, subject to the receipt of consent from each holder of Company Options. Notwithstanding the provisions of clauses (iii) and (iv) Any Company Stock Options converted into options to purchase Parent Shares, other than Company Stock Options held by persons who are not employees of the first sentence Company as of the date of this SECTION 3.08(aAgreement and who are identified on Schedule 4.1(e), together with the number of options held by each Option which is an such person (the "incentive stock option" Non-Employee Company Stock Options"), shall be adjusted as required to vest in sixteen (16) equal quarterly installments at the end of each calendar quarter over forty-eight (48) months from date of grant to the extent the optionee has been continuously employed by Section 424 Parent until such vesting date, subject, in the case of each such Company Stock Option, to the receipt of consent from its holder. All Non-Employee Company Stock Options shall accelerate and become fully vested immediately upon the Effective Time, subject, in the case of each such Non-Employee Company Stock Option, to the receipt of consent from its holder. For purposes of this Agreement, the term "Company Stock Option Plan" means the Company's 1998 Stock Option Plan and the Company's 2000 Stock Option Plan. Parent shall use all reasonable efforts to cause to be reserved for issuance the number of Parent Shares issuable upon exercise of the CodeParent Common Stock Options and rights to acquire Parent Common Stock issued in exchange for Company Rights referred to in this Section 4.1(e) and, and Parent shall cause to be filed, as soon as reasonably practicable after the regulations promulgated thereunderEffective Time but in no event later than sixty (60) days after the Effective Time, so as not a registration statement on Form S-8 (or any successor or other appropriate form) under the Securities Act, or an amendment to constitute a modificationan existing registration statement of Form S- 8, extension or renewal of such Option, within to register the meaning of Section 424(h) Parent Shares issuable upon exercise of the CodeParent Common Stock Options.

Company Stock Options and Warrants. (a) All options and warrants (the "Company Stock Options and Warrants") outstanding, whether or not exercisable and whether or not vested, at the Effective Time, shall remain outstanding following the Effective Time. At the Effective Time, each option and warrant granted by the Company to purchase shares Stock Options and Warrants shall, by virtue of Company Common Stock, which is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by Merger and without any further action on the Company under the Company's 1992, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Option Plan and/or Warrant, would be such a corporation were Section 424 of the Code applicable to such Company Stock Option and/or Warrant. Each Company Stock Option and stock Warrant assumed by Parent (each, a "Substitute Option and Warrant") shall be exercisable upon the same terms and conditions as under the applicable option or and/or warrant agreement by which it is evidencedissued thereunder, except that from (A) each such Substitute Option and after the Effective Time, (i) Parent and its Compensation Committee Warrant shall be substituted for exercisable for, and represent the Company and the Committee of the Company's Board of Directors (includingright to acquire, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the that whole number of shares of Parent Common Stock subject to such Option shall be equal to the number of whole shares (rounded up or down to the nearest whole share) equal to the number of shares of Company Common Stock subject to such Company Stock Option and/or Warrant multiplied by the Exchange Ratio; and (B) the option or warrant price per share of Parent Common Stock shall be an amount equal to the option or warrant price per share of Company Common Stock subject to such Company Stock Option and/or Warrant in effect immediately prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per share exercise price under each such Option shall be adjusted by dividing the per share exercise price under each such Option divided by the Exchange Ratio and rounding up (the option or warrant price per share, as so determined, being rounded upward to the nearest full cent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Code.

Company Stock Options and Warrants. (a) At the Effective Time, each then outstanding and unexercised option and warrant granted by the Company to purchase shares of Company acquire LiveDeal Common Stock, which is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 whether or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding not exercisable at the Effective Time, whether or not exercisable(collectively, shall the “LiveDeal Options”) will be converted into and become rights with respect assumed by YP. Each LiveDeal Option so assumed by YP under this Agreement will continue to Parent Common Stockhave, and Parent shall assume be subject to, the same terms and conditions to which the applicable LiveDeal Option is subject (including the terms and conditions set forth in any applicable stock option agreement or other document evidencing such LiveDeal Option) immediately prior to the Effective Time (including any repurchase rights or vesting provisions), except that (i) each Option, LiveDeal Option will be exercisable (or will become exercisable in accordance with the terms its terms) for that number of the Company Stock Option Plan and stock option or warrant agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent and its Compensation Committee shall be substituted for the Company and the Committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for whole shares of Parent YP Common Stock (or cash, if so provided under equal to the terms product of such Option), (iii) the number of shares of Parent LiveDeal Common Stock subject to that were issuable upon exercise of such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such LiveDeal Option immediately prior to the Effective Time (disregarding any vesting schedule applicable to such option) multiplied by the Common Exchange Ratio, rounded down to the nearest whole number of shares of YP Common Stock and (ivii) the per share exercise price under each for the shares of YP Common Stock issuable upon exercise of such assumed LiveDeal Option shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under each of LiveDeal Common Stock of such LiveDeal Option by the Common Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Notwithstanding ; provided, however, that in the provisions case of clauses (iii) and (iv) any LiveDeal Option to which Section 421 of the first sentence Code applies by reason of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by its qualification under Section 424 422 of the Code, the option price, the number of shares subject to such option, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal terms and conditions of exercise of such Option, within option shall be determined in a manner consistent with the meaning requirements of Section 424(h424(a) of the Code. Each assumed LiveDeal Option shall be vested immediately following the Effective Time as to the same percentage of the total number of shares subject thereto as it was vested as to immediately prior to the Effective Time, except to the extent such LiveDeal Option (either by its terms or by the terms of another agreement) provides for acceleration of vesting in which case such LiveDeal Option shall be vested immediately following the Effective Time as to the total number of shares in accordance with such terms and provisions. As soon as reasonably practicable, YP will issue to each holder of an assumed LiveDeal Option a document evidencing the foregoing assumption of such LiveDeal Option by YP and setting forth the holder’s rights under the LiveDeal Options after giving effect to the adjustment required by this Section 1.6(a).

Company Stock Options and Warrants. Except as set forth below, the terms and provisions of the Company Stock Option Plan (aas defined below) shall continue in full force and effect and shall govern each option (or portion of the option, as the case may be) outstanding immediately prior to the Effective Time under the Company Stock Option Plan, whether vested, unvested, exercisable or unexercisable (a "Company Stock Option"). At the Effective Time, each option and warrant granted by the Company to purchase shares of Company Common Stock, which is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the Company Stock Option Plan then outstanding and stock option each warrant or warrant agreement by which it is evidencedother right (other than the Company Preferred Stock) to receive Company Common Stock then outstanding (together with Company Stock Options, except that from and after the Effective Time, (i"Company Rights") Parent and its Compensation Committee shall be substituted for the Company and the Committee of the Company's Board of Directors automatically converted, without any further action, into an option, warrant or right to purchase or acquire Parent Shares (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of a "Parent Common Stock (or cash, if so provided under the terms of such OptionRight"), (iii) the . The number of shares of Parent Common Stock subject to such Option Shares for which each Company Right shall be exercisable shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock that were subject to such Option the Company Right immediately prior to the Effective Time multiplied by the Exchange RatioRatio rounded down to the nearest whole number of Parent Shares, and (iv) at an exercise price per Parent Share equal to the per share exercise price under of each such Option shall be adjusted by dividing Company Right immediately prior to the per share exercise price under each such Option Effective Time divided by the Exchange Ratio and rounding rounded up to the nearest whole cent, subject to the receipt of consent from each holder of Company Options. Notwithstanding the provisions of clauses (iii) and (iv) Any Company Stock Options converted into options to purchase Parent Shares, other than Company Stock Options held by persons who are not employees of the first sentence Company as of the date of this SECTION 3.08(aAgreement and who are identified on Schedule 4.1(e), together with the number of options held by each Option which is an such person (the "incentive stock option" Non-Employee Company Stock Options"), shall be adjusted as required to vest in sixteen (16) equal quarterly installments at the end of each calendar quarter over forty-eight (48) months from date of grant to the extent the optionee has been continuously employed by Section 424 Parent until such vesting date, subject, in the case of each such Company Stock Option, to the receipt of consent from its holder. All Non-Employee Company Stock Options shall accelerate and become fully vested immediately upon the Effective Time, subject, in the case of each such Non-Employee Company Stock Option, to the receipt of consent from its holder. For purposes of this Agreement, the term "Company Stock Option Plan" means the Company's 1998 Stock Option Plan and the Company's 2000 Stock Option Plan. Parent shall use all reasonable efforts to cause to be reserved for issuance the number of Parent Shares issuable upon exercise of the CodeParent Common Stock Options and rights to acquire Parent Common Stock issued in exchange for Company Rights referred to in this Section 4.1(e) and, and Parent shall cause to be filed, as soon as reasonably practicable after the regulations promulgated thereunderEffective Time but in no event later than sixty (60) days after the Effective Time, so as not a registration statement on Form S-8 (or any successor or other appropriate form) under the Securities Act, or an amendment to constitute a modificationan existing registration statement of Form S-8, extension or renewal of such Option, within to register the meaning of Section 424(h) Parent Shares issuable upon exercise of the CodeParent Common Stock Options.

Company Stock Options and Warrants. (a) At Effective as of the Effective Time, each option and warrant granted by the Company to purchase shares of Stock Option Plans and each Company Common Stock, which Option that is outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 Incentive Stock Option Plans or the Officers' Contingent Stock Option Plan (collectively, the "COMPANY STOCK OPTION PLANS") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at to the Effective Time, whether or not exercisablethen exercisable or vested, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms assumed by Parent. As of the Company Stock Option Plan and stock option or warrant agreement by which it is evidenced, except that from and after the Effective Time, (i) Parent each Company Option shall cease to represent a right to acquire shares of Company Common Stock and its Compensation Committee shall be substituted for the Company converted automatically into a right to acquire cash and the Committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cashin an amount, if at an exercise price and subject to such terms and conditions determined as provided below. Subject to the accelerated vesting of Company Options as described in Schedule 2.3(b) of the Company Disclosure Letter, each Company Option so provided assumed by Parent shall be subject to, and exercisable and vested upon, substantially the same terms and conditions as under the terms applicable Company Stock Option Plans, including the maximum term of such Option)the Company Option and the provisions regarding termination of the Company Option following a termination of employment, except that (iiii) each assumed Company Option shall be exercisable for, and represent the right to acquire (A) that number of shares of Parent Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) equal to (1) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (2) the Exchange RatioPer Share Stock Merger Consideration, plus (B) an amount of cash, without interest, equal to (1) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by (2) the Per Share Cash Merger Consideration, if any; and (ivii) the exercise price per share of Parent Common Stock subject to each assumed Company Option (and any associated cash consideration) shall be an amount equal to (1) the exercise price under each such Option shall be adjusted by dividing the per share exercise price under each of Company Common Stock subject to such Company Option by the Exchange Ratio and rounding up in effect immediately prior to the nearest cent. Notwithstanding Effective Time divided by (2) the provisions sum of clauses the Per Share Stock Merger Consideration and the Stock Equivalent Cash Consideration; and (iii) references under the Company Option to a termination of employment shall mean, on and (iv) after the Effective Time, a termination of employment with the first sentence of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension Surviving Entity or renewal of such Option, within the meaning of Section 424(h) of the Codeany AngioDynamics Corporation.

Company Stock Options and Warrants. (a) At the Effective Time, each option all options and warrant granted by the Company to purchase shares of Company Common Stock, which is Warrants warrants then outstanding immediately prior thereto (an "OPTION" or, collectively, the "OPTIONS"), granted by the Company under the Company's 1992, 1993 or 1996 1995 Incentive Stock Option Plans or Plan and the Officers' Contingent Stock Option 1996 Equity Participation Plan (collectively, the "COMPANY STOCK OPTION PLANSCompany Stock Option Plans") or the Non-Employee Directors' Warrant Plan or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into assumed by Parent in such manner that Parent is a corporation "assuming a stock option in a transaction to which section 424(a) applies" within the meaning of Section 424 of the Internal Revenue Code of 1986, as amended (the "Code"). The options and become rights with respect warrants assumed by Parent as provided above and the warrants issued to Parent Common StockWinStar Communications, Inc. and Parent Electronic Press Services, Inc. shall assume each Option, in accordance with be exercisable upon the same terms of and conditions as under the Company Stock Option Plan Plans and stock the option agreements and warrants issued thereunder and such warrants, except that each such option or warrant agreement by which it is evidenced, except that from and after the Effective Time, (iA) Parent and its Compensation Committee shall be substituted exercisable for the Company and the Committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the that number of shares of Parent Common Stock subject to such Option shall be equal to the product of (i) the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such Option option or warrant immediately prior to the Effective Time multiplied by (ii) a fraction, the Exchange Ratio, and (iv) the per share exercise price under each such Option numerator of which shall be adjusted by dividing the per Per Share Amount and the denominator of which shall be $27 1/8 (with any fractional share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iiiParent Common Stock being disregarded) and (ivB) the exercise price per share of Parent Common Stock shall equal the exercise price per share of Company Common Stock theretofore in effect multiplied by a fraction, the numerator of which shall be $27 1/8 and the denominator of which shall be the Per Share Amount. From and after the Effective Time, no additional options or warrants shall be granted under Company Stock Option Plans. In connection with the assumption of the first sentence of this SECTION 3.08(a)options outstanding under Company Stock Option Plans, each Option which is an "Parent shall use its best efforts to effect such assumption in such a manner as to not affect the incentive stock option" option status of those options which are intended to be incentive stock options at the Effective Time. From the date hereof, Company shall not accelerate, or take any action which would cause the acceleration of, the vesting of any of the options outstanding under the Company Stock Option Plans by reason of the Offer or the Merger and any agreement providing for such acceleration shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the Coderescinded.

Company Stock Options and Warrants. (a) At Subject to the consummation of the Merger, prior to the Effective Time, each option and warrant granted by the Company shall take all necessary action (i) to purchase amend the Company's 1997 Director Stock Option Plan to provide that all shares of Company Common StockStock subject to outstanding options under the 1997 Director Stock Option Plan shall become fully vested and exercisable, which is whether or not previously vested and exercisable prior to the Effective Time, and all such options not exercised prior to the Effective Time shall be cancelled and no options granted pursuant to the 1997 Director Stock Option Plan will be outstanding immediately prior thereto at or after the Effective Time (an "OPTION" or, collectively, the "OPTIONS"), granted such amendment to be approved by the Company under the Company's 1992, 1993 or 1996 Incentive Board of Directors and by each Person who holds an option granted under the 1997 Director Stock Option Plans Plan in his or her individual capacity); (ii) with respect to all options granted and outstanding under each of the Officers' Contingent Company's Amended and Restated 1992 Equity Incentive Plan, the Company's 1997 Director Stock Option Plan, the Company's 1997 Employee Stock Purchase Plan, the Company's Amended and Restated 1999 Stock Incentive Plan, the Company's Amended and Restated 2000 California Stock Option Plan (collectively, with the 1997 Employee Stock Purchase Plan, the "COMPANY STOCK OPTION PLANS") or ), to accelerate the Non-Employee Directors' Warrant Plan or otherwisevesting and exercisability of outstanding options and rights to purchase Company Stock granted under the Company Stock Plans (each, which are outstanding at the Effective Timea "COMPANY STOCK OPTION"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume each Option, in accordance with the terms of the such Company Stock Option Plan Options were previously vested and stock option or warrant agreement by which it is evidenced, except that from and after exercisable prior to the Effective Time, ; (iiii) Parent and its Compensation Committee shall be substituted for to take such actions as provided under the Company and the Committee Company's 1997 Employee Stock Purchase Plan to cause options granted thereunder to become exercisable as of a date established by the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering such the Company Stock Option Plan, (ii) each Option assumed by Parent may be exercised solely for shares of Parent Common Stock (or cash, if so provided under the terms of such Option), (iii) the number of shares of Parent Common Stock subject to such Option shall be equal to the number of whole shares (rounded down to the nearest whole share) of Company Common Stock subject to such Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and Time; (iv) to permit each holder of a Company Stock Option (each, a "COMPANY OPTIONHOLDER") to exercise all of his Company Stock Options which are fully vested and exercisable, including as a result of aforementioned acceleration, prior to the per share exercise price under each such Option Effective Time; (v) to take all action necessary, including, without limitation, obtaining consents of and providing written notice to the Company Optionholders to the extent necessary, to provide that all Company Stock Options not so exercised shall be adjusted by dividing cancelled and that no Company Stock Options will be outstanding at or after the per share exercise price under each such Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clauses (iii) Effective Time; and (ivvi) to terminate the Company Stock Plans as of the first sentence of this SECTION 3.08(a), each Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Option, within the meaning of Section 424(h) of the CodeEffective Time.