Common use of Company Stock Options Clause in Contracts

Company Stock Options. Immediately prior to the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of consideration.

Company Stock Options. (a) Immediately prior to the Effective Time, each outstanding, unexpired and unexercised option all options then outstanding to purchase shares of Company Shares Common Stock (each, a the “Company OptionOptions”), that was ) granted under any equity incentive plan plan, arrangement or agreement set forth in Section 3.03(a)(i) of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement Company Disclosure Schedule (collectively, the “Company Equity Incentive Stock Option Plans”), ) shall become fully vested and exercisable (whether or not then exercisable vested or vestedsubject to any performance condition that has not been satisfied). At the Effective Time, each Company Option not theretofore exercised, other than a Scheduled Option as hereinafter defined, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement thereforas promptly as practicable thereafter, (i) an amount in of cash (subject to any applicable withholding Taxeswithout interest) (the “Option Amount”) equal to the product of (Ax) the total number of shares of Company Shares Common Stock subject to such Company Option as of immediately prior to the Effective Time and multiplied by (By) the excess, if any, excess of the Cash amount of the per share Merger Consideration over the exercise price per share of Company Share of Common Stock under such Company Option (with the “Option Price”) (aggregate amount of such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior payment rounded to the Effective Timenearest cent) less applicable Taxes, one Casa Ley CVR in if any, required to be withheld with respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Considerationpayment. From and after After the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment described in the preceding sentences. In the case of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each a Company Option with an exercise price per Company Share (as of immediately identified by Buyer prior to the Effective TimeClosing Date as eligible for the treatment described in this sentence (such Company Options being referred to herein, in the aggregate, as the “Scheduled Options”) and that equals or exceeds the Cash Merger Consideration shall, immediately is not exercised prior to the Effective Time, the holder of such Scheduled Option shall receive, in substitution therefor or as an assumption thereof, an option or options covering stock of Buyer (the “Substitute Options”) with terms similar to the terms of the Scheduled Option but with such adjustments to the exercise price and other appropriate adjustments as Buyer shall specify. Following the Effective Time, the Scheduled Options (except as the same may have been assumed as Substitute Options) shall not be cancelled without exercisable, and only the payment of considerationSubstitute Options shall be exercisable in accordance with their terms.

Company Stock Options. Immediately prior to Effective as of the Merger I Effective Time, each outstanding, unexpired Unvested Option shall be cancelled without the receipt of any consideration and unexercised each Vested Option will be converted into an option to purchase Company Shares shares of Purchaser Common Stock in an amount, at an exercise price and subject to such terms and conditions determined as provided below (each, a an “Company Adjusted Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any . Each such cancelled Company Adjusted Option shall be entitled subject to, and shall become exercisable and vested upon, the same terms and conditions that are applicable to receivesuch Vested Option immediately prior to the Merger I Effective Time, in consideration except that (1) each Adjusted Option shall be exercisable for, and represent the right to acquire, that number of the cancellation shares of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) Purchaser Common Stock equal to the product of (A) the total number of shares of Company Shares Common Stock subject to such Company Vested Option as of immediately prior to the Merger I Effective Time and multiplied by (B) the excessOption Exchange Ratio and rounded down to the nearest whole share, and (2) the exercise price per share of Purchaser Common Stock subject to each Adjusted Option shall be an amount equal to (A) the exercise price per share of Company Common Stock subject to such Vested Option in effect immediately prior to the Merger I Effective Time divided by (B) the Option Exchange Ratio and rounded up to the nearest whole cent. The exercise price per share of any such Adjusted Option and the number of shares of Purchaser Common Stock relating to any such Adjusted Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Vested Options that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code. In addition, each share of [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Company Common Stock underlying a Vested Option will be treated as outstanding and entitled to a pro rata share of the Per Share Earn-out Consideration, if any, that a holder of the Cash Merger Consideration over the exercise price per a share of Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred Common Stock would be entitled to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationreceive under this Agreement.

Company Stock Options. Immediately prior Prior to the Effective Time, the Company shall use reasonable best efforts to take all actions necessary to provide that each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, an “Option”) shall be cancelled and (B) terminated and converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Common Stock then subject to the Option. Except as otherwise provided below, the Option Consideration shall be paid as soon after the Closing Date as shall be practicable. Notwithstanding the foregoing, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. Prior to the Effective Time, to the extent permissible, the Company shall make any amendments to the terms of the Company Stock Plans and obtain any consents from holders of Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained. Without limiting the foregoing, the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, SARs, warrants or other rights or Contracts which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof. Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans such termination to be effective at or before the Effective Time. For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Cash Merger Consideration per share of Company Common Stock over (ii) the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each such share of Company Share subject to Common Stock issuable under such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRsOption. For the avoidance of doubt, each Company Option with an for which such exercise price per Company Share (as of immediately prior to share is greater than the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, per share shall be cancelled and terminated without the payment right of considerationthe holder of such Option to receive any Merger Consideration with respect to such Option. For purposes of this Agreement, “Company Stock Plans” shall mean the following plans of the Company: (w) the Board-approved 2010 Executive Compensation Plan (the “2010 Comp Plan”), (x) the Maine & Maritimes Corporation 2008 Stock Plan, (y) the Maine & Maritimes Corporation 2002 Stock Option Plan, and (z) the Maine & Maritimes Corporation Stock Plan for Outside Directors (the “Directors’ Stock Plan”).

Company Stock Options. Immediately prior to (a) Not later than the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), Stock Option that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of is outstanding immediately prior to the Effective Time pursuant to the Company's stock option plans (other than any "stock purchase plan" within the meaning of Section 423 of the Code) in effect on the date hereof (the "Stock Plans") shall be assumed by Parent and become and represent an option to purchase the number of Units (a "Substitute Option") (rounded to the nearest full share, or if there shall not be a nearest share, the next greater full share) determined by multiplying (i) the number of shares of Company Common Stock (the "Underlying Shares") subject to such Company Stock Option immediately prior to the Effective Time by (ii) the Exchange Ratio, at an exercise price per Unit (rounded up to the nearest tenth of a cent) equal to the difference (the "Difference") between (A) the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by the Exchange Ratio and (B) the excess, if any, cash amount of the Cash Merger Consideration over per share merger consideration payable pursuant to Section 1.5(c) divided by the Exchange Ratio. Each Substitute Option shall be vested only to the extent that the predecessor Company Stock Option was, pursuant to its terms, vested at the Effective Time. To the extent the Difference would be a negative number, the Difference shall be deemed to be zero and Parent shall promptly after the Effective Time pay to the holder of each such vested Company Stock Option an amount of cash equal to the absolute value of the Difference times the number of Underlying Shares subject to such option. Parent shall pay cash to holders of Company Stock Options in lieu of issuing fractional Units upon the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to Substitute Options. After the Effective Time, one Casa Ley CVR each Substitute Option shall be exercisable in respect full until the earlier of each the expiration date of the related Company Share Stock Option or the date such related Company Stock Option would have become unexercisable due to the optionee's termination of employment and, except as otherwise provided in this Section 5.8, shall be subject to such cancelled the same terms and conditions as were applicable under the related Company Stock Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior . The Company agrees to the Effective Time, use its best efforts to obtain any necessary consents of holders of Company Stock Options and take such other actions as may be cancelled without the payment of considerationnecessary to effect this Section 5.8.

Company Stock Options. Immediately As of immediately prior to, but conditioned upon, the consummation of the Merger, each option to purchase shares of Company Common Stock granted under the Company Stock Plan that is then-outstanding and unvested shall vest and become fully exercisable, whether or not then subject to any performance condition or other restriction. Subject to Section 3.3, at the Effective Time, each outstanding, unexpired and unexercised option to purchase shares of Company Shares (each, a “Company Option”), that was Common Stock granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Company Stock Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of that is outstanding immediately prior to the Effective Time and (B) the excess“Company Stock Options”), if anyafter giving effect to any vesting acceleration in connection with the Merger, shall, by virtue of the Cash Merger Consideration over and without any action on the exercise price per part of the holder thereof, be cancelled. In exchange for the cancellation of each Company Share Stock Option, subject to this Section 2.8(a), the Surviving Entity shall issue to the holder of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”)Stock Option, (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each such Company Share subject Stock Option, the Merger Consideration (if any) that would otherwise be payable pursuant to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR Section 2.6 in respect of each such Company Share subject to Stock Option (assuming such cancelled Company Stock Option that has an Option Price less than was exercised on a net exercise basis in accordance with the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of Stock Plan immediately prior to the Effective Time) that equals or exceeds the Cash Time in exchange for Company Common Stock), as and when such Merger Consideration shall, (or portion thereof) would otherwise be payable to holders of Company Common Stock. With respect to each Company Stock Option outstanding immediately prior to the Effective Time, for purposes of this Agreement, the holder thereof shall be cancelled without deemed to have exercised such Company Stock Option on a net exercise basis, and undertaken irrevocably to convert the payment shares of considerationCompany Common Stock underlying such Company Stock Option pursuant to Section 2.6 and, in connection with such net exercise of such Company Stock Option, agreed to relinquish that portion of the aggregate Merger Consideration deliverable pursuant to Section 2.6 equal to the aggregate per share exercise price of such Company Stock Option (such amount of the Merger Consideration to be referred to as the “Option Award Consideration”). The Option Award Consideration (if a positive amount), less applicable Tax withholdings, shall be paid or provided by Parent in accordance with Section 3.3. Any Tax withholdings pursuant to this Section 2.8(a) shall reduce the number of shares of Parent Common Stock deliverable pursuant to this Section 2.8(a), with such reduction based on the Parent Per Share Value. Unless otherwise used to pay withholding Taxes, notwithstanding anything to the contrary contained in this Section 2.8(a), in lieu of the issuance of any fractional share of Parent Common Stock in respect of Option Award Consideration, Parent shall pay to any individual who otherwise would be entitled to receive such fractional share an amount in cash (rounded down to the nearest cent) determined by multiplying (x) the Parent Per Share Value by (y) the fraction of a share (rounded down to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such individual would otherwise be entitled to receive pursuant to this Section 2.8(a).

Company Stock Options. Immediately prior to At the Effective Time, each outstanding, unexpired and unexercised option all options to purchase Company Shares Stock granted by the Company pursuant to the Stock Plans (eachas defined in Section 3.04(b)), whether vested or unvested and whether exercisable or unexercisable (each a “Company Option”), that was granted under any equity incentive plan ) which have not been exercised by the Option Exercise Date in accordance with the terms of the Company, including Option Notice will not be assumed by or substituted for by the 1999 Amended Surviving Corporation or Parent and Restated Equity Participation Plan, will be cancelled as of the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Effective Time. Each holder of a Company Equity Incentive Plans”)Option which is cancelled pursuant to this Section 2.05, whether or not then exercisable and whether or not vested, shall be accelerated, vested and cancelled andentitled to receive from the Surviving Corporation, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of connection with the cancellation of such Company Option, (a) a lump sum cash payment equal to (x) the product of the Per Share Closing Payment multiplied by the maximum number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to its cancellation for cash, reduced by (y) the aggregate exercise price for such cancelled Company Option and the cash amount attributable to the pro rata interest of the holder of such Company Options in settlement thereforthe Escrow Fund pursuant to Section 2.03(b), to be paid promptly after the Effective Time and receipt of a duly-completed and executed Letter of Transmittal and all other related information and documents, and (ib) payment out of each Contingent Payment of an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total Per Share Contingent Payment that would be payable with respect to such Contingent Payment multiplied by the maximum number of shares of Company Shares subject to Common Stock that were issuable upon exercise of such Company Option as of immediately prior to its cancellation in connection with each Contingent Payment reduced by any exercise price otherwise payable for such cancelled Company Option, in each case to the Effective Time and (B) the excessextent such exercise price has not previously been deducted from any Per Share Closing Payment or other Per Share Contingent Payment, when such payments, if any, of the Cash Merger Consideration over are made pursuant to Sections 2.02 and 2.07 hereof. Such payments shall be reduced by applicable withholding taxes. The Company Options shall be cancelled without any payment if the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than share exceeds the Per Share Cash ConsiderationClosing Payment. From and after The holders of Company Options as of the Effective Time, any such cancelled Company Option Time shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment intended third-party beneficiaries of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationthis Section 2.05.

Company Stock Options. Immediately prior to Not later than the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Stock Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of which is outstanding immediately prior to the Effective Time pursuant to any stock option plan (other than any "stock purchase plan" within the meaning of Section 423 of the Code) of the Company in effect on the date hereof (the "Company Stock Plans") shall become and represent an option to pur chase the number of shares of Parent Common Stock (Ba "Substitute Option"), decreased to the nearest whole share, determined by multiplying (i) the excessnumber of Company Common Shares subject to such Company Stock Option immediately prior to the Effective Time by (ii) the Conversion Number, if any, at an exercise price per share of Parent Common Stock (increased to the Cash Merger Consideration over nearest whole cent) equal to the exercise price per Company Common Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time divided by the Conversion Number. After the Effective Time) that equals or exceeds , except as provided above in this Section 5.8, each Substitute Option shall be exercisable upon the Cash Merger Consideration shall, same terms and conditions as were applicable to the related Company Stock Option immediately prior to the Effective Time, and each Substitute Option shall be cancelled without vested to the payment extent provided in the related Company Stock Option. This Section 5.8 shall be subject to any contrary provision contained in the applicable Company Stock Plan or in the option agreement with respect to any Company Stock Option outstanding thereunder, but the Company shall use its reasonable best efforts to obtain any necessary consents of considerationthe holders of such Company Stock Options to effect this Section 5.8. The Company shall not grant any stock appreciation rights or limited stock appreciation rights and shall not permit cash payments to holders of Company Stock Options in lieu of the substitution therefor of Substitute Options as provided in this Section 5.8. Parent shall register under the Securities Act on Form S-8 or another appropriate form all Substitute Options and all shares of Parent Common Stock issuable pursuant to all Substitute Options.

Company Stock Options. Immediately prior to At the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), Stock Option that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of is outstanding immediately prior to the Effective Time shall become and represent an option to purchase that number of shares of Parent Common Stock determined by multiplying (Bi) the excess, if any, number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Cash Merger Consideration over Effective Time by (ii) the Exchange Ratio (as defined below) at an exercise price per share of Parent Common Stock (rounded up to the nearest cent) equal to the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by the Exchange Ratio. Any fractional shares of Parent Common Stock resulting from the formula described in the foregoing sentence shall be rounded down to the nearest whole number. Except as otherwise expressly provided herein, each Company Stock Option shall remain subject to the terms and conditions of the applicable Company Stock Option. If, as of the date on which any Per Share Escrow Payment, Per Share Holdback Payment or Per Share Option Holdback Payment becomes payable, shares subject to such Company Stock Option have become vested, such payment shall be made in respect of such shares to the holder of such option as if such holder was a former Company Stockholder even if such option was not exercised at the time, and if, as of such date, shares subject to such Company Stock Option have not vested, such payment shall be made to the holder of such option as soon as practicable following, but only in the event of, the vesting thereof. Notwithstanding the foregoing, Parent may take any action or make any amendment to the Company Stock Options as Parent deems necessary or advisable so that the Company Stock Options which were intended to be incentive stock options (within the meaning of Section 422 of the Code) comply with the requirements of Section 424(a) of the Code; provided, however, that Parent may not reduce the value of the aggregate consideration to be paid to any holder of a Company Stock Option as provided herein. The Company (i) shall take all action necessary to implement the provisions of this Section 5.6, including, if necessary, amending the Company Stock Options pursuant to resolution by the Company's Board of Directors in form and substance satisfactory to Parent and, if necessary, obtaining the written consent of each holder of a Company Stock Option ("Option Holders") to such amendments in the “form and substance satisfactory to Parent, and (ii) shall provide Parent with duly executed copies of such amendments and consents prior to the Effective Time. Prior to the Effective Time, the Company shall use its best efforts to obtain any other necessary consents or releases from the holders of Company Stock Options and to take any such other lawful action as may be necessary or appropriate to give effect to this Section 5.6. For purposes of this Section 5.6, the "Exchange Ratio" shall be determined by dividing the Per Share Cash Payment by the Per Share Parent Price. The "Per Share Parent Price" shall be the average per share closing price for Parent Common Stock as listed on The Nasdaq National Market for the ten trading days immediately prior to the Closing Date. For purposes of Section 1.14, Article VIII and the Indemnity Agreement, the term "Company Stockholders" shall also refer to the Option Price”Holders. As soon as reasonably practicable after the Effective Time, Parent shall file a registration statement on Form S-8 with respect to Parent Common Stock subject to those Company Stock Options which may be registered pursuant thereto, or shall cause such Company Stock Options to be deemed to be issued pursuant to a Parent Stock Plan for which shares of Parent Common Stock have been previously registered pursuant to an appropriate registration from. Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including, but not limited to using reasonable best efforts for the purpose of: (i) the obtaining of all necessary actions or non-actions, waivers, consents and approvals from all Governmental Entities and the making of all necessary registrations and filings (such amounts payable hereunder being referred including filings with Governmental Entities) and taking of all reasonable steps as may be necessary to as the “Option Payment”obtain an approval or waiver from, or to avoid an action or proceeding by, any Governmental Entity (including those in connection with State Takeover Approvals), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Timeobtaining of all necessary consents, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by this Agreement. No party to this Agreement shall consent to any voluntary delay of the consummation of the Merger at the behest of any Governmental Entity without the consent of the other parties to this Agreement, which consent shall not be unreasonably withheld. Each party shall use all reasonable best efforts to not take any action, or enter into any transaction, which would cause any of its representations or warranties contained in the event that the Entire PDC Sale has not been consummated prior this Agreement to be untrue or result in a breach of any covenant made by it in this Agreement. Notwithstanding anything to the Effective Timecontrary contained in this Agreement, one PDC CVR in the Company shall not, without Parent's prior written consent, commit to any divestiture transaction, and neither Parent nor any of its Affiliates shall be required to divest or hold separate or otherwise take or commit to take any action that limits its freedom of action with respect of each to, or its ability to retain, the Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, or any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicablebusinesses, product lines or assets of Parent, the receipt Company or any of Casa Ley CVRs and/or PDC CVRs. For their respective Subsidiaries or that otherwise would have an adverse effect on Parent or the avoidance Company, in each of doubtthe foregoing cases in connection with this Agreement, each the Merger or any of the agreements or other transactions contemplated hereby or thereby, including without limitation, or in connection with any filing or submission made by either Parent or the Company Option with an exercise price per Company Share (as of immediately prior relating to the Effective Time) that equals Merger or exceeds the Cash Merger Consideration shallagreements and other transactions contemplated hereby. Nothing contained in this Agreement, immediately prior including without limitation this Section 5.7, shall limit or restrict Parent or any of its Subsidiaries from entering into or effecting any agreement relating to the Effective Timeany other business combination, acquisition or merger and no such business combination, acquisition or merger shall be cancelled without the payment of considerationdeemed to violate this Section 5.7 .

Company Stock Options. Immediately prior to Section 2.4 of the Effective Time, Company Disclosure Letter identifies each outstanding, unexpired and unexercised option plan (a “Company Stock Option Plan”) under which there are outstanding options to purchase Company Shares Common Stock (each, each a “Company Option”), that was granted under any equity incentive plan the total number of shares of Company Common Stock subject to all of the Company, including the 1999 Amended and Restated Equity Participation PlanCompany Options, the 2007 Equity and Incentive Award Plan option price for each Company Option and the 2011 Equity and Incentive Award Plan or any other planvesting dates thereof. At the Effective Time, agreement or arrangement (collectively, the “each then outstanding Company Equity Incentive Plans”)Option, whether or not then exercisable or vestedat the Effective Time, shall will be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled assumed by Parent. Each Company Option shall so assumed by Parent under this Agreement will continue to have, and be entitled to receivesubject to, the same terms and conditions set forth in consideration of the cancellation of applicable Company Option (including any applicable stock option agreement or other document evidencing such Company Option and in settlement therefor, (iOption) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time and (Bincluding any repurchase rights or vesting provisions), except that (i) each Company Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Parent Common Stock equal to the excess, if any, product of the Cash Merger Consideration over the number of shares of Company Common Stock that were issuable upon exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective TimeTime multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, (ii) that equals or exceeds the Cash Merger Consideration shallper share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Company Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock of such Company Option by the Exchange Ratio, rounded up to the nearest whole cent and (iii) any references to the Company shall become references to Parent and any references to the Board shall be to the Parent Board. Each assumed Company 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 Company Option (either by its terms or by the terms of another agreement) provides for acceleration of vesting. As soon as reasonably practicable, Parent will issue to each holder of an assumed Company Option a document evidencing the foregoing assumption of such Company Option by Parent. Immediately following the Effective Time, Parent shall file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), on Form S-8 or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to Company Options assumed by Parent pursuant hereto and shall cause such registration statement to remain in effect for so long as such assumed Company Option remain outstanding. Prior to the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery in connection with the exercise of the converted Company Options. If converting a Company Option into an option to purchase Parent Common Stock using the Exchange Ratio would result in a loss of “incentive stock option” status under Section 422 of the Code for a Company Option, such conversion shall be cancelled without effected in accordance with a procedure that is more likely to preserve such status in light of the payment provisions of considerationSection 424(a) of the Code.

Company Stock Options. Immediately At the Effective Time, Purchaser shall not assume any option granted pursuant to a Company Stock Plan that is outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) and that represents the right to acquire shares of Company Common Stock (each, an “Option”) and shall not substitute any similar option or right for any such Option. All outstanding Options that have not been exercised by the holders thereof at or prior to the Effective Time shall become fully vested and shall terminate if not exercised prior to the Effective Time. Prior to the Effective Time, the Company shall take all actions necessary to terminate the Company Stock Plans, such termination to be effective at or before the Effective Time. At the Effective Time, Eligible Options (as hereinafter defined) shall be converted into the right to receive a cash amount equal to the Option Consideration (as hereinafter defined) for each share of Company Common Stock then subject to the Eligible Option (as hereinafter defined) (it being understood that (i) with respect to an Eligible Option held by a Person whose employment by the Company or its Subsidiaries was terminated prior to the Effective Time, each outstanding, unexpired and unexercised option Option Consideration shall only be paid with respect to purchase Company Shares (each, a “Company Option”), the portion of such Eligible Option that was granted under any equity incentive plan vested as of the Companytime such Person’s employment relationship with the Company or its Subsidiaries terminated and the post-termination exercise period applicable to such Eligible Options has not expired as set forth in the documentation evidencing such Eligible Option and (ii) with respect to Eligible Options which by the terms of the grant documents relating thereto, including specifically provide for less acceleration than is provided for under the 1999 Amended and Restated Equity Participation Planterms of the Company Stock Plan pursuant to which such Eligible Option was granted, if any, the 2007 Equity and Incentive Award Plan and Option Consideration shall be paid only with respect to the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectivelyportion of such Eligible Option which vests pursuant to the terms of such grant documents). Prior to the Effective Time, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, deposit in exchange therefor, each former holder a bank account an amount of any such cancelled Company Option shall be entitled cash equal to receive, in consideration the sum of the cancellation of such Company aggregate Option and in settlement therefor, (i) an amount in cash Consideration for each Eligible Option then outstanding (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to tax), together with instructions that such Company Option as of immediately prior to cash be promptly distributed following the Effective Time and (B) to the holders of such Eligible Options in accordance with this Section 2.4(a). For purposes of this Agreement, “Option Consideration” means, with respect to any share of Company Common Stock issuable under a particular Eligible Option, an amount equal to the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to of: (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of consideration.Per Share

Company Stock Options. Immediately prior to the Effective Time, each outstanding, unexpired Company and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, Purchaser shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time and (B) the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shalltake all action reasonably necessary so that, immediately prior to the Effective Time, each stock option (the "Company Stock Options") heretofore granted or granted after the date hereof in compliance with the provisions hereof under any stock option or similar plan of Company (the "Company Stock Option Plans") and outstanding immediately prior to the Effective Time shall become vested and exercisable as of the Effective Time and shall be cancelled without converted into an option to purchase a number of shares of Purchaser Common Stock (a "Converted Option") equal to the payment product of considerationthe number of shares of Company Common Stock subject to such Company Stock Option multiplied by the Exchange Ratio (provided that any fractional share resulting from such multiplication shall be rounded down to the nearest whole share). The terms and conditions of the Converted Option shall otherwise remain the same as the terms and conditions of the Company Stock Option, except that the exercise price per share of each Converted Option shall equal the exercise price per share of such Company Stock Option divided by the Exchange Ratio (provided that such exercise price shall be rounded up to the nearest whole cent). Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon exercise of the Converted Options. Purchaser shall use its reasonable best efforts to cause the registration of the shares of Purchaser Common Stock subject to the Converted Options to become effective as part of the Form S-4 or a registration statement on Form S-8, on the same date as the Form S-4 is declared effective; and, thereafter, Purchaser shall file one or more registration statements on appropriate forms with respect to shares of Purchaser Common Stock subject to the Converted Options and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements for so long as the Converted Options remain outstanding. Company and Purchaser shall take all such steps as may be required to cause the transactions contemplated by this Section 1.11 and any other dispositions of Company equity securities (including derivative securities) or acquisitions of Purchaser equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company or (ii) at the Effective Time will become a director or officer of Purchaser to become exempt under Rule 16b-3 promulgated under the Exchange Act. As soon as practicable after the Effective Time, Purchaser shall deliver or cause to be delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the Company Stock Option Plan and agreements evidencing the grants of such Converted Options, after giving effect to the transactions hereunder.

Company Stock Options. Immediately Subject to the consummation of the Merger, prior to the Effective Time, each outstandingthe Company shall take all necessary action, unexpired and unexercised including obtaining the consent of the individual option to purchase Company Shares holders (each, a “"Company Option”), that was granted under any equity incentive plan of Optionholder") (i) to terminate the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and 's 1992 Incentive Award Stock Plan and the 2011 Equity and Incentive Award Plan or any other plan, program, agreement or arrangement providing for the issuance, grant or purchase of any other interest in respect of the capital stock of the Company (collectively, the “"Company Equity Incentive Stock Plans”"), (ii) to provide that all shares subject to outstanding options to purchase Company Stock granted under the Company Stock Plans (each, a "Time-Vested Stock Option"), other than shares subject to outstanding options to purchase Company Stock granted to the Company's sales personnel under the Company Stock Plans that vest based on Company performance targets and which are not vested by their own terms as of the Effective Time (each, a "Performance-Based Option", and together with a Time-Vested Stock Option, a "Company Stock Option"; and the program pursuant to which the Performance-Based Options were granted, being referred to herein as the "Performance Option Plan"), shall become fully vested and exercisable, whether or not then exercisable or vested, shall be accelerated, previously vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled exercisable prior to receive, in consideration of the cancellation of such Company Option and in settlement thereforEffective Time, (iiii) an amount in cash (subject to any applicable withholding Taxes) equal exchange all Performance-Based Options prior to the product Effective Time for the opportunity to participate in the Performance Bonus Plan (as defined in Section 6.04(d)), and (iv) to permit each Company Optionholder to exercise all of (A) the total number of his Company Shares subject to such Company Option as of immediately Stock Options which are vested prior to the Effective Time and (B) the excessto take all action necessary, if anyincluding, without limitation, obtaining consents of the Cash Merger Consideration over Company Optionholder to the exercise price per extent necessary, to provide that all vested Company Share of such Stock Options not so exercised shall be cancelled and that no Company Option (Stock Options will be outstanding after the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior Effective Time. Prior to the Effective Time, one Casa Ley CVR the Company shall cause the administrator of the Company Stock Plan to permit the Company Optionholder to pay the exercise price in respect of each his Time-Vested Stock Option by borrowing such amount against the Company Share subject Optionholder's respective Initial Merger Consideration as is necessary to pay the exercise price such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior Initial Merger Consideration to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable received by the former holder thereof, but Company Optionholder shall only entitle such holder be reduced by the amount borrowed to (1) pay the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationprice.

Company Stock Options. Immediately prior to (1) At the Effective Time, each outstanding, unexpired and unexercised option to purchase all Company Shares Stock Options then outstanding under the ePills Inc. 1999 Stock Option Plan (each, a “Company Option”the "Option Plan"), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan ----------- whether vested or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vestedunvested, shall be acceleratedassumed by Buyer in accordance with this Section 1.6(f). Each Company Stock Option so assumed by Buyer at the Effective Time will continue to have, vested and cancelled andbe subject to, the same terms and conditions set forth in exchange therefor, each former holder of any such cancelled Company the Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of Plan immediately prior to the Effective Time and (Bincluding, without limitation, any repurchase rights), except that (i) each Company Stock Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Buyer Common Stock equal to the excess, if any, product of the Cash Merger Consideration over the exercise price per number of shares of Company Share of Common Stock that were underlying such Company Stock Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective TimeTime multiplied by the Common Exchange Ratio, rounded up or down to the nearest whole number of shares of Buyer Common Stock (in accordance with Section 1.6(e)), and (ii) that equals or exceeds the Cash Merger Consideration shall, per share exercise price for the shares of Buyer Common Stock issuable upon exercise of such assumed Company Stock Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Common Exchange Ratio, rounded up or down to the nearest whole cent (in accordance with Section 1.6(e), provided however that in the case of any Company Stock Option to which Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") applies, the ---- option price, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Buyer of the Company Stock Options pursuant to this Section 1.6(f), Company shall be deemed to have assigned to Buyer, effective at the Effective Time, be cancelled without Company's right, if any, to repurchase unvested shares of Company Common Stock issuable upon the payment exercise of considerationthe Company Stock Options or previously issued upon the exercise of options granted under the Option Plan, in accordance with the terms of the Option Plan and the related stock option agreements and stock purchase agreements entered into under the Option Plan.

Company Stock Options. Immediately Not later than the earlier of the time at which the Company gives notice of the transactions contemplated hereby to its stockholders and the date that is 30 days prior to the Effective Time, the Company shall notify each outstandingholder of a Company Stock Option, unexpired and unexercised option to purchase Company Shares (eachin writing, a “Company Option”), that was granted under any equity incentive plan of the Companytransactions contemplated hereby in accordance with each Company Plan (the "Option Holder Notice"). Such Option Holder Notice shall (a) apprise the holders of outstanding Company Stock Options of their ability to exercise the Company Stock Options in accordance with the applicable Company Plan prior to the Effective Time, including the 1999 Amended and Restated Equity Participation Plan(b) disclose that, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other planif not exercised, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option Stock Options will terminate at the Effective Time and in settlement therefor, (ic) an amount in cash (subject to disclose that if any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately Stock Options are not exercised prior to the Effective Time and terminate as contemplated in clause (B) b), the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share holders of such Company Stock Options will be entitled to receive the Option Consideration (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (iidefined below) in the event that the Entire Casa Ley Sale has not been consummated prior to respect of such Company Stock Options. As of the Effective Time, one Casa Ley CVR each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Share Stock Option, a special bonus per Company Stock Option (without interest and subject to the deduction and withholding of such cancelled Company Option that has an Option Price less than amounts as the Cash Merger Consideration; Surviving Corporation is required to deduct and (iiiwithhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash equal to $24 minus the event that exercise price for such Company Stock Option (the Entire PDC Sale has not been consummated prior "Option Consideration"). Payment of the Option Consideration to each of the holders of Company Stock Options entitled thereto shall be made by the Surviving Corporation, subject to the Effective Timeterms and conditions of this Agreement, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and as soon as practicable after the Effective Time, any such cancelled Company Option shall no longer be exercisable . Any amounts withheld and paid over to the appropriate taxing authority by the former Surviving Corporation will be treated for all purposes of this Agreement as having been paid to the holder thereof, but shall only entitle such holder to (1) the payment of the Company Stock Option Payment in respect of whom such deduction and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRswithholding was made. For the avoidance of doubt, The Company shall take all actions required under each Company Option with an exercise price per Plan under which such Company Share (as of immediately prior Stock Options were granted to cause such Company Plan and all Company Stock Options granted thereunder to terminate at the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of consideration.

Company Stock Options. Immediately prior Prior to the Effective Time, the Company shall take all actions necessary to provide that each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of outstanding immediately prior to the Effective Time (whether or not then vested or exercisable) that represents the right to acquire shares of Company Common Stock (each, an “Option”) shall be cancelled and terminated (B) the excess, if any, of the Cash Merger Consideration over without regard to the exercise price per of the Options) and that all Options, whether or not vested, that remain unexercised immediately prior to the Effective Time shall be converted at the Effective Time into the right to receive a cash amount equal to the Option Consideration for each share of Company Share Common Stock then subject to such Option whether or not vested without the need for any further action by the holder of the Option. The Option Consideration shall be paid to holders of Options in accordance with Section 2.2. Prior to the Effective Time, the Company shall make such amendments to the terms of the Company Stock Plans and obtain any consents from holders of Options that, in each case, are necessary to give effect to the transactions contemplated by this Section 2.3 and, notwithstanding anything to the contrary, payment may be withheld in respect of any Option until any necessary consents are obtained. Without limiting the foregoing, the Company shall take all actions necessary to ensure that the Company will not at the Effective Time be bound by any options, stock appreciation rights or other rights or agreements which would entitle any Person, other than Parent and its Subsidiaries, to own any capital stock of the Surviving Corporation or to receive any payment in respect thereof, except as contemplated in connection with the Transactions. Prior to the Effective Time, the Company shall take all actions necessary to terminate all its Company Stock Plans, such termination to be effective at or before the Effective Time. Notwithstanding anything to the contrary herein, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the Option Consideration otherwise payable such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Laws. The Company Option (shall not take any action to vest Options that were granted after December 31, 2012 to the “Option Price”) (extent that such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has Options would not been consummated vest by their current terms prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of consideration.

Company Stock Options. Immediately prior to the Effective Time, each outstanding, unexpired and unexercised (a) Each option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “"Company Equity Incentive Plans”Options") granted under the Company's Amended and Restated Stock Option Plan (the "Old Plan"), the Amended and Restated 1994 Stock Option Plan (the "1994 Plan") and the Amended and Restated Directors' Nonqualified Stock Option Plan (the "Directors' Plan" and, together with the Old Plan and the 1994 Plan, the "Company Stock Option Plans"), which is outstanding (whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (iexercisable) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time and (B) is held by a person who is a director or an employee at the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated immediately prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; Time and (iii) in the event that the Entire PDC Sale which has not been consummated exercised or canceled prior to thereto, shall, at the Effective Time, one PDC CVR in respect of each Company Share be assumed by Parent, subject to such cancelled Company Option its terms (including acceleration of vesting that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment will occur as a consequence of the Merger according to the Company Stock Option Payment Plans and the instruments governing the Company Options) and the provisions of this Section 2.3 (2) if applicablethe "Assumed Options"). The Assumed Options shall not terminate in connection with the Merger and shall continue to have, and be subject to, the receipt of Casa Ley CVRs and/or PDC CVRs. For same terms and conditions as set forth in the avoidance of doubt, each Company Stock Option with an exercise price per Company Share Plans and agreements (as of in effect immediately prior to the Effective Time) pursuant to which the Assumed Options were granted, except that equals (i) all references to the Company shall be deemed to be references to Parent (other than references to an Assumed Option holder's relationship with the Company, as a director, an employee or exceeds otherwise, which shall be deemed to be references to the Cash Merger Consideration shallSurviving Corporation) and all references to shares of Company Common Stock shall be deemed to be references to shares of Parent Common Stock, (ii) each Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of the subject Assumed Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iii) the exercise price per share of Parent Common Stock under such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which the subject Assumed Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest cent. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 2.3, (B) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Parent of the Company's obligations with respect thereto under this Section 2.3 and (C) as soon as reasonably practicable after the Effective Time, but in no event later than ten (10) business days after the Effective Time, cause to be cancelled without filed a registration statement or registration statements or amend an existing registration statement or registration statements on appropriate forms under the payment Securities Act relating to the Company Stock Option Plans then in effect and covering the shares of considerationParent Common Stock issuable upon exercise of the Assumed Options. Parent shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as any Assumed Options remain outstanding. All Company Options which are not Assumed Options shall terminate upon the Effective Time.

Company Stock Options. Immediately On the Closing Date, all then outstanding Company Stock Options will be fully vested and immediately exercisable. Purchaser shall enter into an Option Assumption Agreement with each employee of the Company who holds Company Stock Options which have not been exercised on or prior to the Effective TimeClosing Date such that, each outstandingimmediately after the Closing, unexpired and all such unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, Stock Options shall be accelerated, fully vested and cancelled and, in exchange therefor, immediately exercisable for shares of Purchaser Common Stock (each former holder of any such cancelled Company a "RESTATED OPTION"). Each Restated Option shall be entitled identical to receive, in consideration of the cancellation of such Company Stock Option, except that the Restated Option and in settlement therefor, shall (i) be exercisable for a number of shares of Purchaser Common Stock determined by dividing the sum of the value of the Stock Consideration set forth on EXHIBIT B hereto plus the aggregate amount of the exercise price pursuant to such Restated Option by the Average Share Price, and (ii) have an amount in cash (subject to any applicable withholding Taxes) exercise price per share of Purchaser Common Stock equal to the product aggregate exercise price of (A) the total number unexercised portion of the Company Shares subject to such Company Stock Option as of immediately prior to the Effective Time Closing Date, divided by the number of shares of Purchaser Common Stock determined pursuant to clause (i), and rounded to the nearest whole cent. Notwithstanding the foregoing, for purposes of calculating the number of shares of Purchase Common Stock pursuant to clause (Bi), the Average Share Price shall not be greater than $45.94 nor less than $41.56. A sample calculation pursuant to this Section 2(c) is set forth on EXHIBIT G hereto. Purchaser shall reserve a sufficient number of shares of Purchaser Common Stock for issuance upon exercise of such Restated Options, shall cause the excessshares so issuable to be included in Purchaser's registration statement on Form S-8, if anyand shall cause such registration statement to remain effective until the Restated Options are exercised, expire or lapse. On the Closing Date, and upon surrender of any outstanding Company Stock Option Agreement, Purchaser and the Cash Merger Consideration over holder of such outstanding Company Stock Option shall enter into a restated option agreement (a "RESTATED OPTION AGREEMENT") evidencing the exercise price per Restated Option to which such Company Share Stock Option relates. In the event any holder of a Company Stock Option Agreement exercises all or a portion of his or its Company Stock Options pursuant to the terms of such Company Stock Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated Agreement on or prior to the Effective TimeClosing Date, one Casa Ley CVR in respect such holder shall enter an agreement with Purchaser to sell such shares of each Company Share Common Stock issued upon the exercise of such Company Stock Options upon the terms and subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect conditions of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationthis Agreement.

Company Stock Options. Immediately (a) At the Effective Time, Parent shall cause each Company Option that is outstanding and unexercised immediately prior to the Effective Time, each outstandingwhether or not vested, unexpired and unexercised to become an option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of Parent’s Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (as in settlement thereforeffect as of the date of this Agreement) of the stock incentive plans under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, (i) an amount in cash each Company Option assumed by the Parent may be exercised solely for shares of the Parent’s Stock, (ii) the number of shares of the Parent’s Stock subject to any applicable withholding Taxes) each Company Option assumed by the Parent shall be equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share, (iii) the per share exercise price under each Company Option assumed by the Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Exchange Ratio and rounding up to the nearest whole cent, and (Biv) the excess, if any, of the Cash Merger Consideration over any restriction on the exercise price per of any Company Share Option assumed by the Parent shall continue in full force and effect and the term, exercisability and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that consistent with the express terms (as in effect on the “date of this Agreement) of the stock incentive plans under which such Company Option Price”was issued, because the transactions contemplated by this Agreement will occur within three (3) (years of the date of such amounts payable hereunder being referred to as the “Option Payment”)plan, (ii) no change in the event Company Option will be triggered by such transactions; further provided, that each Company Option assumed by the Entire Casa Ley Sale has not been consummated prior Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. The Parent shall file with the SEC, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less as soon as reasonably practicable and no later than the Cash Merger Consideration; and ninety (iii90) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and days after the Effective Time, any such cancelled a registration statement on Form S-8 relating to the shares of the Parent’s Stock issuable with respect to the Company Options assumed by the Parent in accordance with this Section 2.5(a). Notwithstanding anything to the contrary contained in this Section 2.5, in lieu of assuming an outstanding Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicablein accordance with this Section 2.5(a), the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubtParent may, each at its election, cause such Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationreplaced by issuing a reasonably equivalent replacement stock option in substitution therefor.

Company Stock Options. Immediately (a) At the Effective Time, each option to acquire Company Shares granted or deemed granted pursuant to the Company's Employee Option Plan, Director Option Plan, or Omnibus Stock and Incentive Plan (collectively, the "Company Option Plans") that is then outstanding and unexercised ("Company Options"), whether or not vested, up to a maximum number of Company Options covering 222,579 Company Shares (less any Company Shares covered by options exercised on and after the date of this Agreement prior to the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be acceleratedconverted into and become rights with respect to the Buyer's Stock, vested and cancelled andthe Buyer shall assume each Company Option, in exchange therefor, each former holder accordance with the terms of any such cancelled the Company Option shall be entitled to receivePlans and any applicable option or incentive agreements, in consideration of except that from and after the cancellation of such Company Option and in settlement therefor, Effective Time: (i) an amount in cash the Buyer and the Compensation Committee of its board of directors shall be substituted for the Company and the Compensation Committee of its board of directors (including, if applicable, the entire board of directors of the Company administering the Company Option Plans); (ii) the Company Options assumed by the Buyer may be exercised solely for shares of the Buyer's Stock; (iii) the number of shares of the Buyer's Stock subject to any applicable withholding Taxes) such converted Company Options shall be equal to the product of (A) the total number of Company Shares subject to such Company Option as of Options immediately prior to the Effective Time and multiplied by the Per Share Stock Consideration, rounded to the next highest share; (Biv) the excess, if any, of the Cash Merger Consideration over per-share exercise price under each such converted Company Option shall be adjusted by dividing the exercise price per Company Share of such the Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds Time by the Cash Merger Consideration shallPer Share Stock Consideration, immediately prior rounded down to the nearest cent, (v) all such assumed Company Options shall become vested and exercisable upon completion of the Holding Company Merger, and (vi) all directors of the Company who do not serve or subsequently cease to serve on the board of directors of the Buyer or the Buyer Bank or the Buyer's Mecklenburg Local Advisory Board shall have up to one year after the Effective TimeTime or after subsequently ceasing service on any such board, be cancelled without as the payment of considerationcase may be, to exercise their options before their expiration.

Company Stock Options. Immediately prior to At the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “"Company Option”), that was granted ") outstanding under any equity incentive stock option or compensation plan or arrangement of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable vested or vestedexercisable, shall be accelerated, vested assumed by Parent and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled deemed to receivebe adjusted to provide that it shall constitute an option (each a "Parent Option") to acquire, in consideration on the same terms and conditions as were applicable under such Company Option, including term, vesting, exercisability, and termination provisions, the same number of Parent Shares as the cancellation holder of such Company Option and in settlement therefor, (iwould have been entitled to receive pursuant to Section 1.6(a) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to this Agreement had such holder exercised such Company Option as of in full immediately prior to the Effective Time and (Brounded to the nearest whole number), at a price per share (rounded to the nearest whole cent) equal to (x) the excess, if any, of the Cash Merger Consideration over the aggregate exercise price per Company Share of for Shares otherwise purchasable pursuant to such Company Option divided by (y) the “number of full Parent Shares deemed purchasable pursuant to such Company Option Price”) (such amounts payable hereunder being referred in accordance with the foregoing adjustment of exercise price. Notwithstanding the above, each optionee shall have the right to exercise a Parent Option during the three-month period following separation from service with Parent for any reason. Any Company Options granted in 1999 shall be vested and immediately exercisable at the time of their assumption and conversion by Parent, and otherwise shall be subject to the terms and conditions noted in Schedule 2.2(a). Other than as explicitly set forth in this Section 1.7, the “Option Payment”)Company Options shall not be affected by the execution of this Agreement, (ii) the Merger or the other transactions contemplated hereby. Notwithstanding the foregoing, it shall be a condition to the issuance of any shares pursuant to the Company Options that the holder execute a letter in the event that the Entire Casa Ley Sale form of Exhibit B hereto. The Company has not been consummated prior taken all action necessary to give effect to the Effective Timetransactions contemplated by this Section 1.7 and to ensure that no holder of an option, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Timewarrant, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable right or convertible security issued by the former holder Company has any rights to acquire any securities of the Surviving Corporation or any affiliate thereof, but other than as explicitly set forth herein. Parent shall only entitle such holder take all corporate action necessary to (1) the payment reserve for issuance a sufficient number of the Option Payment and (2) if applicable, the receipt Parent Shares for delivery upon exercise of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (Parent options as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationset forth above.

Company Stock Options. Immediately prior to (a) At the Effective Time, each outstanding, unexpired and unexercised option to purchase outstanding Company Shares Option (each, a “Company Option”as defined in Section 3.5(b), that was ) granted under any equity incentive plan of the Company's 2003 Employee, including the 1999 Amended Director and Restated Equity Participation Consultant Stock Plan, as amended (the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”"COMPANY STOCK PLAN"), whether vested or not then exercisable or vestedunvested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration held by an employee of the cancellation of such Company Option and in settlement therefor, (i) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time shall be assumed by Parent. Any and (B) the excess, if any, all Outstanding Company Options not held by an employee of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, and any options, warrants and other securities convertible into or exchangeable for shares of Company Common Stock immediately prior to the Effective Time shall be cancelled and/or terminated without any consideration being payable in respect thereof and shall no longer be outstanding at the payment Effective Time. Each Company Option assumed by Parent under this Agreement (an "ADJUSTED OPTION") shall continue to have, and be subject to, the same terms and conditions (including, without limitation, all vesting requirements and restrictions or limitations on transfer) as are in effect immediately prior to the Effective Time, except that, (A) such option shall be exercisable for that number of considerationwhole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole number of shares of Parent Common Stock and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. The Company shall take all steps, including the adoption of any necessary resolutions and the effectuation of any necessary amendments to the Company Stock Plan, as are necessary to implement the provisions of this Section 2.6. The aggregate number of shares of Parent Common Stock purchasable upon exercise of the Adjusted Options is referred to herein as the "OPTION SHARES."

Company Stock Options. Immediately (a) At the Effective Time, Parent, in the case the Holding Company Reorganization shall have been consummated, or WAG, in the case the Holding Company Reorganization shall not have been consummated, shall assume, by virtue of this Agreement and without any further action on the part of the Company, all of the Company's obligations with respect to each outstanding Company Stock Option, whether previously vested or unvested. Unless otherwise elected by Parent prior to the Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), Parent or WAG shall make such assumption in such manner that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan Parent or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, WAG (i) an amount is a corporation "assuming a stock option in cash a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (subject to any applicable withholding Taxesii) equal to the product extent that Section 424 of (A) the total number of Company Shares subject Code does not apply to such Company Option as Stock Option, would be such a corporation were Section 424 of immediately prior the Code applicable to the Effective Time and (B) the excesssuch Company Stock Option; and, if anynot so otherwise elected, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled all references to the Company in the Company Stock Plans and the applicable Company Stock Option agreements shall no longer be exercisable by the former holder thereofdeemed to refer to WAG, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Holding Company Reorganization, or Parent, following the Holding Company Reorganization, which shall have assumed the Company Stock Plans as of the Effective Time) that equals Time by virtue of this Agreement and without any further action on the part of the Company, Parent or exceeds WAG. Each Company Stock Option so assumed under this Agreement shall continue to have, and be subject to, the Cash Merger Consideration shall, same terms and conditions set forth in the applicable Company Stock Plan and the applicable Company Stock Option as in effect immediately prior to the Effective Time, except as otherwise provided in Section 3.05. Parent shall use all reasonable efforts to ensure that Company Stock Options intended to qualify as incentive stock options under Section 422 of the Code prior to the Effective Time continue to so qualify after the Effective Time. (b) With respect to the Company Stock Plans, WAG or Parent, as the case may be, shall take all corporate action necessary or appropriate to (i) reserve for issuance the number of shares that will be cancelled subject to Company Stock Options referred to in this Section 7.09 and (ii), no later than the Effective Time, file a registration statement on Form S-8 (or any successor or other appropriate form) with respect to the shares of WAG Common Stock or Parent Common Stock, as the case may be, subject to such plan to the extent such registration statement is required under applicable law in order for such shares of common stock to be sold without restriction, and WAG and Parent shall use its best efforts to maintain the payment effectiveness of considerationsuch registration statement (and maintain the current status of the prospectuses contained therein) for so long as such benefits and grants remain payable and such options under such plans remain outstanding. SECTION 7.10.

Company Stock Options. Immediately prior to (a) At the Effective Time, each outstandingof the then outstanding Company Options shall by virtue of the Merger, unexpired and unexercised without any further action on the part of any holder thereof, be assumed by Parent and converted into an option to purchase Company that number of Parent Ordinary Shares (each, a “"PARENT OPTION") obtained by multiplying each share of Company Option”), that was granted under any equity incentive plan of Common Stock in the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled relevant Company Option shall be entitled to receive, by the Company Exchange Ratio. If the foregoing calculation results in consideration of the cancellation of such a Company Option and in settlement thereforbeing exercisable for a fraction of a Parent Ordinary Share, (i) an amount in cash (subject to any applicable withholding Taxes) equal to then the product of (A) the total number of Company Parent Ordinary Shares subject to such Company Option as of immediately prior option shall be rounded down to the Effective Time and (B) the excess, if any, nearest whole number of the Cash Merger Consideration over shares. The exercise price of each Parent Option shall be equal to the exercise price per Company Share of such the Company Option (from which such Parent Option was converted divided by the “Option Price”) (Company Exchange Ratio, rounded up to the nearest whole cent, provided that if such amounts payable hereunder being referred to as the “Option Payment”), (ii) calculation would result in the event that the Entire Casa Ley Sale has not been consummated prior to the Effective Time, one Casa Ley CVR in respect exercise price of each Company Share subject to such cancelled Company any Parent Option that has an Option Price being less than the Cash Merger Consideration; par value of a Parent Ordinary Share, the exercise price shall be the par value of such Parent Ordinary Share. Except as otherwise set forth in this Section 1.4, the term and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Timevesting schedule, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has status as an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment "INCENTIVE STOCK OPTION" under Section 422 of the Option Payment and (2) Code, if applicable, and all the receipt terms and conditions of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubtCompany Options will, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Timeextent permitted by law, be cancelled without unchanged. An optionholder's continuous employment with Company shall be credited as employment with Parent for purposes of vesting of the payment Parent Options. Other than Company Options that shall become vested and exercisable pursuant to acceleration provisions not entered into in contemplation of consideration.the Merger, no Company Options shall become vested or exercisable solely as a result of the Merger. Company and Parent will take or cause to be taken, all actions that are necessary, proper, or advisable under the Stock Plans to make effective the transactions contemplated by this Section 1.4. "

Company Stock Options. Immediately prior (a) Prior to the Effective Time, each Company Stock Option under or pursuant to any Company Option Plans that is outstanding, unexpired unexercised and unexercised option unexpired, prior to purchase the Effective Time shall be accelerated in full so that each such Company Shares (eachStock Option is fully vested and exercisable immediately prior to the Effective Time. Upon the terms and subject to the conditions set forth in this Agreement, a “Company Option”)at the Effective Time, that was granted under any equity incentive plan by virtue of the CompanyMerger and without any action on the part of Parent, including the 1999 Amended and Restated Equity Participation PlanMerger Sub, the 2007 Equity and Incentive Award Plan and Company or the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “holders of Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange thereforStock Options, each former holder of any such cancelled Company Stock Option shall be entitled canceled and extinguished and automatically converted into the right to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (i) receive an amount in cash (subject to any applicable withholding Taxes) equal to the product of obtained by multiplying (Ax) the total aggregate number of shares of Company Shares subject to Common Stock that were issuable upon exercise of such Company Stock Option as of immediately prior to the Effective Time and (By) the excess, if any, of the Cash Merger Consideration over less the per share exercise price per Company Share of such Company Stock Option (the “Option PriceConsideration”) (it being understood and agreed that such amounts payable hereunder being referred exercise price shall not actually be paid to as the “Option Payment”Company by the holder of a Company Stock Option), (ii) in . In the event the Option Consideration to any holder of a Company Stock Option is equal to or less than zero, it shall be understood and agreed that the Entire Casa Ley Sale has not been consummated prior any such Company Stock Option shall be canceled and extinguished immediately upon to the Effective TimeTime without any payment. Parent shall, one Casa Ley CVR in or shall cause the Surviving Corporation to, pay to holders of Company Stock Options the Option Consideration, less applicable Taxes required to be deducted and withheld with respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Timepayments, one PDC CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and as soon as practicable after the Effective TimeTime and in any case within ten (10) Business Days thereafter. To the extent that such amounts are so deducted or withheld, any such cancelled Company Option amounts shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (treated for all purposes under this Agreement as of immediately prior having been paid to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior holders of such Company Stock Options to the Effective Time, be cancelled without the payment of considerationwhom such amounts would otherwise have been paid.

Company Stock Options. Immediately prior Can I tender my vested stock options in the Offer? No, vested stock options may not be tendered in the Offer. If you wish to tender Shares underlying your vested stock options, you must first exercise the options (to the extent exercisable) in accordance with their terms and tender the Shares as part of the Offer (see “If I want to participate in the Offer, how do I tender the Shares that I already own?”). How will my outstanding stock options be treated in connection with the Merger? At the effective time of the Merger (the “Effective Time, each outstanding, unexpired and unexercised option to purchase Company Shares (each, a “Company Option”), that each outstanding Company stock option (whether vested or unvested) will be assumed by MACOM (the “Assumed Options”). Each Assumed Option will continue to have, and be subject to, the same terms and conditions (including vesting schedule, expiration date, exercise provisions and transfer restrictions) set forth in the applicable equity plan under which it was granted under and any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan option or other agreement between you and the 2011 Equity Company except that the Assumed Options will become options to purchase shares of MACOM common stock rather than options to purchase shares of Company common stock and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Plans”), whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, number of shares of MACOM common stock subject to each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Assumed Option and in settlement therefor, (i) an amount in cash (the exercise price of each Assumed Option will be adjusted as described below. How many shares of MACOM common stock will be subject to any applicable withholding Taxes) my Assumed Options? Each Assumed Option will be exercisable for that number of whole shares of MACOM common stock equal to the product of (A) the total number of Company Shares subject to that were issuable upon exercise of such Company Option as of option immediately prior to the Effective Time and multiplied by (B) the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option Equity Exchange Ratio (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”described below), (ii) in with the event that the Entire Casa Ley Sale has not been consummated prior resulting number rounded down to the Effective Time, one Casa Ley CVR in respect nearest whole number of each Company Share subject to such cancelled Company Option that has shares of MACOM common stock. See below for an Option Price less than the Cash Merger Consideration; and (iii) in the event that the Entire PDC Sale has not been consummated prior to the Effective Time, one PDC CVR in respect example of each Company Share subject to such cancelled Company Option that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment of the Option Payment and (2) if applicable, the receipt of Casa Ley CVRs and/or PDC CVRs. For the avoidance of doubt, each Company Option with an exercise price per Company Share (as of immediately prior to the Effective Time) that equals or exceeds the Cash Merger Consideration shall, immediately prior to the Effective Time, be cancelled without the payment of considerationthis calculation.

Company Stock Options. Immediately prior to the Effective Time, each outstanding, unexpired and unexercised (a) Each option to purchase Company Shares (each, a “Company Option”), that was granted under any equity incentive plan of the Company, including the 1999 Amended and Restated Equity Participation Plan, the 2007 Equity and Incentive Award Plan and the 2011 Equity and Incentive Award Plan or any other plan, agreement or arrangement (collectively, the “Company Equity Incentive Options”) granted under the Company’s Amended and Restated Stock Option Plan (the “Old Plan”), the Amended and Restated 1994 Stock Option Plan (the “1994 Plan”) and the Amended and Restated Directors’ Nonqualified Stock Option Plan (the “Directors’ Plan” and, together with the Old Plan and the 1994 Plan, the “Company Stock Option Plans”), which is outstanding (whether or not then exercisable or vested, shall be accelerated, vested and cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, (iexercisable) an amount in cash (subject to any applicable withholding Taxes) equal to the product of (A) the total number of Company Shares subject to such Company Option as of immediately prior to the Effective Time and (B) is held by a person who is a director or an employee at the excess, if any, of the Cash Merger Consideration over the exercise price per Company Share of such Company Option (the “Option Price”) (such amounts payable hereunder being referred to as the “Option Payment”), (ii) in the event that the Entire Casa Ley Sale has not been consummated immediately prior to the Effective Time, one Casa Ley CVR in respect of each Company Share subject to such cancelled Company Option that has an Option Price less than the Cash Merger Consideration; Time and (iii) in the event that the Entire PDC Sale which has not been consummated exercised or canceled prior to thereto, shall, at the Effective Time, one PDC CVR in respect of each Company Share be assumed by Parent, subject to such cancelled Company Option its terms (including acceleration of vesting that has an Option Price less than the Per Share Cash Consideration. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to (1) the payment will occur as a consequence of the Merger according to the Company Stock Option Payment Plans and the instruments governing the Company Options) and the provisions of this Section 2.3 (2) if applicablethe “Assumed Options”). The Assumed Options shall not terminate in connection with the Merger and shall continue to have, and be subject to, the receipt of Casa Ley CVRs and/or PDC CVRs. For same terms and conditions as set forth in the avoidance of doubt, each Company Stock Option with an exercise price per Company Share Plans and agreements (as of in effect immediately prior to the Effective Time) pursuant to which the Assumed Options were granted, except that equals (i) all references to the Company shall be deemed to be references to Parent (other than references to an Assumed Option holder’s relationship with the Company, as a director, an employee or exceeds otherwise, which shall be deemed to be references to the Cash Merger Consideration shallSurviving Corporation) and all references to shares of Company Common Stock shall be deemed to be references to shares of Parent Common Stock, (ii) each Assumed Option shall be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were issuable upon exercise of the subject Assumed Option immediately prior to the Effective Time multiplied by the Conversion Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (iii) the exercise price per share of Parent Common Stock under such Assumed Option shall be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which the subject Assumed Option was exercisable immediately prior to the Effective Time by the Conversion Ratio, rounded up to the nearest cent. Parent shall (A) reserve for issuance the number of shares of Parent Common Stock that will become issuable upon the exercise of such Assumed Options pursuant to this Section 2.3, (B) promptly after the Effective Time issue to each holder of an Assumed Option a document evidencing the assumption by Parent of the Company’s obligations with respect thereto under this Section 2.3 and (C) as soon as reasonably practicable after the Effective Time, but in no event later than ten (10) business days after the Effective Time, cause to be cancelled without filed a registration statement or registration statements or amend an existing registration statement or registration statements on appropriate forms under the payment Securities Act relating to the Company Stock Option Plans then in effect and covering the shares of considerationParent Common Stock issuable upon exercise of the Assumed Options. Parent shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements for so long as any Assumed Options remain outstanding. All Company Options which are not Assumed Options shall terminate upon the Effective Time.