Common use of Conversion of Stock Options Clause in Contracts

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by Magna under the Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Common Stock, and UPC shall assume each Magna Option, in accordance with the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each such Magna Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.5, each Magna Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.

Conversion of Stock Options. (a) At the Effective Time, each option or other Equity Right to purchase or other right with respect to shares of Magna JCN Common Stock pursuant to stock options, options or stock appreciation rights or other rights, including stock awards ("Magna JCN Options") granted by Magna JCN under the Magna JCN Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Highwoods Common Stock, and UPC Highwoods shall assume each Magna JCN Option, in accordance with the terms of the Magna JCN Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Highwoods and its Salary and Benefits Compensation Committee shall be substituted for Magna JCN and the Committee committee of MagnaJCN's Board of Directors (including, if applicable, the entire Board of Directors of MagnaJCN) or other independent committee administering such Magna JCN Stock Plan, (ii) each Magna JCN Option assumed by UPC Highwoods may be exercised solely for shares of UPC Highwoods Common Stock (or cash in cash, if so provided under the case terms of stock appreciation rightssuch JCN Option), (iii) the number of shares of UPC Highwoods Common Stock subject to such Magna JCN Option shall be equal to the number of shares of Magna JCN Common Stock subject to such Magna JCN Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna JCN Option shall be adjusted by dividing the per share exercise price under each such Magna JCN Option by the Exchange Ratio and rounding up to the nearest cent, (v) each JCN Option that would have become fully exercisable under a JCN Stock Plan as a result of a "change in control" will continue to be fully exercisable into shares of Highwoods Common Stock upon consummation of the Merger, and (vi) employment by Highwoods of a JCN employee upon consummation of the Merger will not be deemed a termination of employment by JCN that would limit such employee's rights to exercise any JCN Option under the provisions hereof. Notwithstanding the provisions of clause (iii) of the preceding sentence, Highwoods shall not be obligated to issue any fraction of a share of Highwoods Common Stock upon exercise of JCN Options and any fraction of a share of Highwoods Common Stock that otherwise would be subject to a converted JCN Option shall represent the right to receive a cash payment upon exercise of such converted JCN Option equal to the product of such fraction and the difference between the market value of one share of Highwoods Common Stock at the time of exercise of such Option and the per share exercise price of such Option. For purposes of this Section 3.7, the market value of one share of Highwoods Common Stock at the time of exercise of a JCN Option shall be the closing price of such common stock on the NYSE-Composite Transactions List (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Highwoods) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.7, each Magna JCN Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC Each of JCN and Magna agree Highwoods agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.7, including using its reasonable efforts to obtain from each holder of a JCN Option any reasonable Consent or Contract that may be deemed reasonably necessary or advisable in order to effect the transactions contemplated by this Section 3.7. Anything in this Agreement to the contrary notwithstanding, Highwoods shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.7 to a former holder of a JCN Option who has not delivered such Consent or Contract.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to purchase shares of Magna Company Common Stock (as hereinafter defined) pursuant to stock options, stock appreciation rights or other rights, including stock awards options (the "Magna Company Options") granted by Magna the Company under the Magna Employee Stock Option Plan and the Directors Stock Option Plan (the "Company Stock Plans"), which are is outstanding at the Effective Time, whether or not exercisable, shall be converted into options and become rights with respect to UPC TMW Common Stock, and UPC TMW shall assume each Magna Company Option, in accordance with the terms of the Magna Company Stock Plan Plans and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC TMW and its Salary and Benefits Stock Option Committee shall be substituted for Magna the Company and the Committee of Magnathe Company's Board of Directors (including, if applicable, the entire Board of Directors of Magnathe Company) or other independent committee administering such Magna Company Stock PlanPlans, (ii) each Magna Company Option assumed by UPC TMW may be exercised solely for shares of UPC TMW Common Stock (or cash in the case of stock appreciation rights)Stock, (iii) the number of shares of UPC TMW Common Stock subject to such Magna Company Option shall be equal to the number of shares of Magna Company Common Stock subject to such Magna Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna Company Option shall be adjusted by dividing the per share exercise price under each such Magna Company Option by the Exchange Ratio and rounding up any fraction of a cent to the nearest cent. Notwithstanding the clauses provisions of clause (iii) and (iv) of the first sentence preceding sentence, TMW shall not be obligated to issue any fraction of this Section 3.5, each Magna a share of TMW Common Stock upon exercise of Company Options and any fraction of a share of TMW Common Stock that otherwise would be subject to a converted Company Option which is shall represent the right to receive a cash payment upon exercise of such converted Company Option equal to the product of such fraction and the difference between the market value of one share of TMW Common Stock at the time of exercise and the per share exercise price of such Option. The market value of one share of TMW Common Stock at the time of exercise of an "incentive stock option" Option shall be adjusted the closing price of such common stock on the NASDAQ NMS (as required reported by Section 424 The Wall Street Journal or, if not reported thereby, any other authoritative source selected by TMW) on the last trading day preceding the date of exercise. Each of the Internal Revenue Code, Company and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree TMW agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.52.3, including using its reasonable efforts to obtain from each holder of a Company Option any consent or contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 2.3.

Conversion of Stock Options. (a) At the Effective Time, each option or other right to purchase or other right with respect to receive shares of Magna Holopak Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards similar rights ("Magna Holopak Options") granted by Magna either under the Magna Holopak Stock PlansPlans or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Foilmark Common Stock, and UPC Foilmark shall assume each Magna Holopak Option, in accordance with the terms of the Magna Holopak Stock Plan and any stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Foilmark and its Salary and Benefits Compensation Committee shall be substituted for Magna Holopak and the its Stock Option Committee of Magna's the Board of Directors of Holopak (including, if applicable, the entire Board of Directors of MagnaHolopak) or other independent committee administering such Magna Stock PlanPlans, (ii) each Magna Holopak Option assumed by UPC Foilmark may be exercised solely for shares of UPC Foilmark Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Foilmark Common Stock subject to such Magna Holopak Option shall be equal to the number of shares of Magna Holopak Common Stock subject to such Magna Holopak Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share1.11, and (iv) the per share exercise price under each such Magna Holopak Option shall be adjusted by dividing the per share exercise price under each such Magna Holopak Option by the Exchange Ratio 1.11 and rounding up to the nearest centcent and deducting $1.42. Notwithstanding the provisions of clause (iii) of the preceding sentence, Foilmark shall not be obligated to issue any fraction of a share of Foilmark Common Stock upon exercise of Holopak Options and any fraction of a share of Foilmark Common Stock that otherwise would be subject to a converted Holopak Option shall represent the right to receive a cash payment upon exercise of such converted Holopak Option equal to the product of such fraction and the difference between the market value of one share of Foilmark Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Foilmark Common Stock at the time of exercise of an Option shall be the last sale price of the Foilmark Common Stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source as determined by the Foilmark Compensation Committee) on the last trading day preceding the date of exercise. In addition, notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.53.4, each Magna Holopak Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree Holopak agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.4, including using its reasonable efforts to obtain from each holder of a Holopak Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.4.

Conversion of Stock Options. (a) At the Effective Time, each option or other Equity Right to purchase or other right with respect to shares of Magna Xxxxx Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards options ("Magna Xxxxx Options") granted by Magna under the Magna Stock PlansXxxxx, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Savannah Common Stock, and UPC Savannah shall assume each Magna Xxxxx Option, in accordance with the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Savannah and its Salary and Benefits Compensation Committee shall be substituted for Magna Xxxxx and the Committee of MagnaBryan's Board of Directors (including, if applicable, the entire Board of Directors of MagnaXxxxx) or other independent committee administering such Magna Stock PlanXxxxx Options, (ii) each Magna Xxxxx Option assumed by UPC Savannah may be exercised solely for shares of UPC Savannah Common Stock (or cash in cash, if so provided under the case terms of stock appreciation rightssuch Xxxxx Option), (iii) the number of shares of UPC Savannah Common Stock subject to such Magna Xxxxx Option shall be equal to the number of shares of Magna Xxxxx Common Stock subject to such Magna Xxxxx Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna Xxxxx Option shall be adjusted by dividing the per share exercise price under each such Magna Xxxxx Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Savannah shall not be obligated to issue any fraction of a share of Savannah Common Stock upon exercise of Xxxxx Options and any fraction of a share of Savannah Common Stock that otherwise would be subject to a converted Xxxxx Option shall represent the right to receive a cash payment upon exercise of such converted Xxxxx Option equal to the product of such fraction and the difference between the market value of one share of Savannah Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Savannah Common Stock at the time of exercise of an Option shall be the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Savannah) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.6, each Magna Xxxxx Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC Each of Xxxxx and Magna agree Savannah agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.6, including using its reasonable efforts to obtain from each holder of a Xxxxx Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.6. Anything in this Agreement to the contrary notwithstanding, Savannah shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.6 to a former holder of a Xxxxx Option who has not delivered such Consent or Contract.

Conversion of Stock Options. (ai) At Javelin and NYFIX shall take such actions as are necessary to provide that (i) at the Effective Time each outstanding option to acquire Javelin Common Stock ("Javelin Stock Option") and each outstanding warrant to acquire Javelin Common Stock (the "Warrant") shall be adjusted in accordance with the terms thereof and this Merger Agreement to be exercisable to purchase shares of NYFIX Common Stock as provided below and (ii) the vesting of exercisability of each Javelin Stock Option and termination of any repurchase rights for shares of Javelin Common Stock issued pursuant to the Javelin Option Plan (as defined in Section 4.01(c)) shall be accelerated due to the Merger and this Merger Agreement. Following the Effective Time, each option Javelin Stock Option and Warrant shall continue to purchase or have, and shall be subject to, the same terms and conditions (other right than with respect to shares of Magna Common vesting or repurchase rights) set forth in the Javelin Stock Plan or any other agreement pursuant to stock options, stock appreciation rights which such Javelin Stock Option or other rights, including stock awards ("Magna Options") granted by Magna under the Magna Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Common Stock, and UPC shall assume each Magna Option, in accordance with the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock Warrant was subject to such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Option immediately prior to the Effective Time multiplied by Time, except (i) each Javelin Stock Option and Warrant, as the case may be, shall be exercisable for that number of shares of NYFIX Common Stock equal to the product of (x) the aggregate number of shares of Javelin Common Stock for which such Javelin Stock Option or Warrant, as the case may be, was exercisable and (y) the Option Exchange Ratio and rounding (as defined below), rounded down to the nearest whole share, if necessary, and (ivii) the per share exercise price under each of such Magna Javelin Stock Option or Warrant, as the case may be, shall be adjusted by dividing the per share exercise price under each such Magna Option immediately prior to the Effective Time divided by the Option Exchange Ratio and rounding (rounded up to the nearest whole cent). Notwithstanding The adjustments provided herein to any options which are incentive stock options (as defined in Section 422 of the clauses (iiiCode) and (ivshall be effected in a manner consistent with Section 424(a) of the first sentence of this Section 3.5, each Magna Code. The Option which is an "incentive stock option" Exchange Ratio shall be adjusted as required arrived at by Section 424 (i) reducing the Base Consideration by the liquidation preference of the Internal Revenue CodeJavelin Preferred Stock and (ii) dividing the resulting consideration by the outstanding Javelin Common Stock and Javelin Common Stock equivalents to determine the price per share NYFIX is paying for each share of Javelin Common Stock ("Price Per Common Share"). Such Price Per Common Share, and when divided by the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of Average Price yields the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5Option Exchange Ratio.

Conversion of Stock Options. (a) At the Effective Time, each option award, option, or other right to purchase or other right with respect to shares of Magna acquire ABI Common Stock Shares pursuant to any stock awards, stock options, stock appreciation rights or other rights, including stock awards benefits ("Magna OptionsMurdxxx Xxxhts") granted by Magna and under the Magna Stock any employee stock option or compensation plan or arrangement of Murdxxx ("Xurdxxx Xxxck Plans, ") which are outstanding at the Effective Time, whether or not vested or exercisable, without any action on the part of the holder thereof, shall be converted into and become rights with respect to UPC ABI Common StockShares, and UPC ABI shall assume each Magna OptionMurdxxx Xxxht, in accordance with the terms of the Magna Stock Murdxxx Xxxck Plan and stock option agreement or other agreement award by which it is evidenced, except that from and after the Effective Time, Time (i) UPC ABI and its Salary and Benefits Compensation Committee shall be substituted for Magna and Murdxxx xxx the Committee committee of Magna's Board Murdxxx'x Xxxrd of Directors (including, if applicable, the entire Board of Directors of MagnaMurdxxx) or other independent committee administering xxministering such Magna Stock Murdxxx Xxxck Plan, (ii) each Magna Option Murdxxx Xxxht assumed by UPC ABI may be exercised solely for shares of UPC ABI Common Stock Shares (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC ABI Common Stock Shares subject to such Magna Option Murdxxx Xxxht shall be equal to the number of shares of Magna ABI Common Stock Shares subject to such Magna Option Murdxxx Xxxht immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price (or similar threshold price, in the case of stock awards) under each such Magna Option Murdxxx Xxxht shall be adjusted by dividing the per share exercise (or threshold) price under each such Magna Option Murdxxx Xxxht by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the proceeding sentence, ABI shall not be obligated to issue any fraction of an ABI Common Share upon exercise of Murdxxx Xxxhts and any fraction of an ABI Common Share that otherwise would be subject to a converted Murdxxx Xxxht shall represent the right to receive a cash payment equal to the product of such fraction and the difference between the market price of one ABI Common Share and the per share exercise price of such right. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.5(a), each Magna Option Murdxxx Xxxht which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension extension, or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree ABI agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.

Conversion of Stock Options. (a) At the Effective Time, each option or other Equity Right to purchase or other right with respect to shares of Magna Bryan Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards xxxions ("Magna Bryan Options") granted by Magna under the Magna Stock PlansBryan, which are xxx outstanding at the Effective Effxxxxxe Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Savannah Common Stock, and UPC Savannah shall assume each Magna Bryan Option, in accordance with the terms thx xxrms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Savannah and its Salary and Benefits Compensation Committee shall be substituted for Magna Bryan and the Committee of MagnaBryan's Board Bxxxx of Directors (including, if applicable, the entire Board of Directors of MagnaBryan) or other independent committee administering such Magna Stock PlanBryan Optixxx, (ii) each Magna Bryan Option assumed xxxxmed by UPC Savannah may be exercised xxxxcised solely for shares of UPC Savannah Common Stock (or cash in cash, if so provided under the case terms of stock appreciation rightssuch Bryan Option), (iii) the number of shares of UPC sharxx xx Savannah Common Stock subject to such Magna Bryan Option shall be equal to the number of numbxx xx shares of Magna Bryan Common Stock subject to such Magna Xxxxn Option immediately prior to the Effective Xxxxctive Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna Bryan Option shall be adjusted by dividing dividxxx the per share exercise price under each such Magna Bryan Option by the Exchange Ratio and rounding axx xounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Savannah shall not be obligated to issue any fraction of a share of Savannah Common Stock upon exercise of Bryan Options and any fraction of a shxxx xf Savannah Common Stock that otherwise would be subject to a converted Bryan Option shall represent the right xx xxceive a cash payment upon exercise of such converted Bryan Option equal to the product of sxxx fraction and the difference between the market value of one share of Savannah Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Savannah Common Stock at the time of exercise of an Option shall be the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Savannah) on the last trading day preceding the date of exercise. In addition, notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 3.53.6, each Magna Bryan Option which is an "incentive stock xxxxx option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC Each of Bryan and Magna agree Savannah agrees to take all necessary alx xxcessary steps to effectuate the foregoing provisions of this Section 3.53.6, including using its reasonable efforts to obtain from each holder of a Bryan Option any Consent or Contract xxxx may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.6. Anything in this Agreement to the contrary notwithstanding, Savannah shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.6 to a former holder of a Bryan Option who has not delivered such Xxxxent or Contract.

Conversion of Stock Options. (a) At the Effective Time, each option --------------------------- or other Equity Right to purchase or other right with respect to shares of Magna Icon Class B Common Stock pursuant to stock options, options or stock appreciation rights or other rights, including stock awards ("Magna Icon Options") granted by Magna under the Magna Stock PlansIcon, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights options and Equity Rights with respect to UPC Acsys Common Stock, and UPC Acsys shall assume each Magna Icon Option, in accordance with the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Icon Option assumed by UPC Acsys may be exercised solely for shares of UPC Acsys Common Stock (or cash in cash, if so provided under the case terms of stock appreciation rightssuch Icon Option), and (iiiii) the number of shares of UPC Acsys Common Stock subject to issuable upon exercise of such Magna Icon Option shall be equal to the number of shares of Magna Icon Class B Common Stock subject to issuable upon exercise of such Magna Icon Option immediately prior to the Effective Time multiplied by the Class B Exchange Ratio and rounding down to the nearest whole share, and (iv) the per share exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each such Magna Option by the Exchange Ratio and rounding up to the nearest centRatio. Notwithstanding the clauses provisions of clause (iii) and (ivii) of the first sentence preceding sentence, Acsys shall not be obligated to issue any fraction of this Section 3.5, each Magna a share of Acsys Common Stock upon exercise of Icon Options and any fraction of a share of Acsys Common Stock that otherwise would be subject to a converted Icon Option which is an "incentive stock option" shall be adjusted as required by Section 424 represent the right to receive a cash payment upon exercise of such converted Icon Option equal to the Internal Revenue Code, product of such fraction and the regulations promulgated thereunderlast sale price of Acsys Common Stock on the Nasdaq National Market (as reported by The Wall Street Journal or, so as if not to constitute a modificationreported thereby, extension or renewal any other authoritative source selected by Acsys) on the last trading day preceding the date of the option, within the meaning exercise. Each of Section 424(h) of the Internal Revenue Code. UPC Icon and Magna agree Acsys agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.4, including using its reasonable efforts to obtain from each holder of an Icon Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.4. Anything in this Agreement to the contrary notwithstanding, Acsys shall have the right, in its sole discretion, not to deliver the consideration provided in this Section 3.4 to a former holder of an Icon Option who has not delivered such Consent or Contract. As soon as practicable after the Effective Time, Acsys shall file a registration statement on Form S-8 (or any successor or other appropriate forms), with respect to the shares of Acsys Common Stock subject to such Icon Options. Icon agrees to use its reasonable efforts to obtain from each holder of an Icon Option any consent or agreement that may be deemed necessary or advisable in order to effectuate the transactions contemplated by this Section 3.4.

Conversion of Stock Options. (a) At On the Effective TimeDate, each option to purchase or other right all rights with respect to shares of Magna SWVA Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards options ("Magna SWVA Options") granted by Magna SWVA under the Magna Stock Plans, a SWVA stock option plan which are outstanding at on the Effective TimeDate, whether or not they are exercisable, shall be converted into and become rights with respect to UPC FNB Common Stock, and UPC FNB shall assume each Magna Option, SWVA Option in accordance with the terms of the Magna Stock Plan and stock option or other plan under which it was issued and the stock option agreement by which it is evidenced, except that from and after . From the Effective TimeDate forward, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna SWVA Option assumed by UPC FNB may be exercised excised solely for shares of UPC FNB Common Stock (or cash in the case of stock appreciation rights)Stock, (iiiii) the number of shares of UPC FNB Common Stock subject to such Magna each SWVA Option shall be equal to the number of shares of Magna SWVA Common Stock subject to such Magna Option option immediately prior to the Effective Time Date multiplied by the Exchange Ratio and rounding down to the nearest whole share, and (iviii) the per share exercise price under each such Magna SWVA Option shall be adjusted by dividing the per share exercise price under each such Magna Option option by the Exchange Ratio and rounding up down to the nearest cent; provided, however, that the terms of each SWVA Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction after the Effective Date. Notwithstanding It is intended that the clauses (iii) and (iv) foregoing assumption shall be undertaken in a manner that will not constitute a "modification" as defined in Section 425 of the first sentence of this Section 3.5Code, each Magna Option as to any stock option which is an "incentive stock option." Shares of FNB Common Stock issuable upon exercise of SWVA Options shall be adjusted as required covered by Section 424 of the Internal Revenue Codean effective registration statement on Form S-8, and FNB shall use its reasonable best efforts to file a registration statement on Form S-8 covering such shares as soon as possible after the regulations promulgated thereunderEffective Date, so as not to constitute a modificationbut in no event, extension or renewal of no later than 30 days after the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5Effective Date.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards Synteni Shares (a "Magna OptionsSynteni Option") granted by Magna under Synteni's 1996 Equity Incentive Plan, (the Magna Stock Plans, which are "Synteni Plan") outstanding at immediately prior to the Effective Time, whether or not exercisable, Time shall be converted into and become rights with respect an option to UPC purchase Incyte Common Stock(a "Converted Synteni Option") (the aggregate number of Synteni Shares issuable upon the exercise of all outstanding Synteni Options immediately prior to the Effective Time is referred to herein as the "Outstanding Option Amount"). Each Synteni Option so converted by Incyte will continue to have, and UPC shall assume each Magna Optionbe subject to, in accordance with substantially the same terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash conditions set forth in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to documents governing such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Synteni Option immediately prior to the Effective Time Time, except that (i) such Converted Synteni Option will be exercisable for that number of whole shares of Incyte Common as is equal to the product of the number of Synteni Shares that were purchasable under the Synteni Option immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounding Ratio, rounded down to the nearest whole share, number of shares of Incyte Common and (ivii) the per share exercise price under each for the Incyte Common issuable upon exercise of such Magna Converted Synteni Option shall will be adjusted equal to the quotient obtained by dividing the exercise price per share exercise price under each of the Synteni Shares at which such Magna Synteni Option was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Notwithstanding The parties intend that the clauses (iii) and (ivconversion of the Synteni Options hereunder will meet the requirements of section 424(a) of the first sentence of Code and this Section 3.5, each Magna Option which is an "incentive stock option" 2.2(a) shall be adjusted as required by Section 424 interpreted consistent with such intention. Subject to the terms of the Internal Revenue Code, Synteni Options and the regulations promulgated thereunderdocuments governing such Synteni Option, so as the Merger will not terminate or accelerate any Converted Synteni Option or any right of exercise, vesting or repurchase relating thereto with respect to constitute a modification, extension or renewal Incyte Common acquired upon exercise of such Converted Synteni Option. Holders of Synteni Options will not be entitled to acquire Synteni Shares after the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5Merger.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right all rights with respect to shares of Magna BFC Common Stock pursuant to stock options, options or stock appreciation rights or other rights, including stock awards ("Magna BFC Options") granted by Magna BFC under the Magna BFC Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Acquiror Common Stock, and UPC Acquiror shall assume each Magna BFC Option, in accordance with the terms of the Magna BFC Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Acquiror and its Salary and Benefits Compensation Committee shall be substituted for Magna BFC and the Committee of MagnaBFC's Board of Directors (including, if applicable, the entire Board of Directors of MagnaBFC) or other independent committee administering such Magna BFC Stock Plan, (ii) each Magna BFC Option assumed by UPC Acquiror may be exercised solely for shares of UPC Acquiror Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Acquiror Common Stock subject to such Magna BFC Option shall be equal to the number of shares of Magna BFC Common Stock subject to such Magna BFC Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna BFC Option shall be adjusted by dividing the per share exercise price under each such Magna BFC Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, Acquiror shall not be obligated to issue any fraction of a share of Acquiror Common Stock upon exercise of BFC Options and any fraction of a share of Acquiror Common Stock that otherwise would be subject to a converted BFC Option shall represent the right to receive a cash payment upon exercise of such converted BFC Option equal to the product of such fraction and the difference between the market value of one share of Acquiror Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Acquiror Common Stock at the time of exercise of an Option shall be the last sale price of such common stock on the Nasdaq National Market (as reported by The Wall Street Journal or, if not reported thereby, any other authoritative source selected by Acquiror) on the last trading day preceding the date of exercise. In addition, notwithstanding clauses (iii) and (iv) of the first sentence of this Section 3.5, each Magna BFC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree BFC agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5. As soon as practicable after the Effective Time, Acquiror shall file a registration statement on Form S-3 or Form S-8, as the case may be (or any successor or other appropriate forms), with respect to the shares of Acquiror Common Stock subject to such options and shall use its reasonable efforts to maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Conversion of Stock Options. (a) At Bank and Acquiror shall take all action reasonably necessary so that, immediately prior to the Effective Time, each stock option to purchase or other right with respect to shares of Magna Common (the “Bank Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options"”) heretofore granted by Magna under the Magna Bank Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Common Stock, and UPC shall assume each Magna Option, in accordance with the terms of the Magna Stock Option Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Option outstanding immediately prior to the Effective Time shall be converted into an option to purchase a number of shares of Acquiror Common Stock (a “Converted Option”) equal to the product of the number of shares of Bank Common Stock subject to such Bank Stock Option multiplied by the Exchange Ratio and rounding (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 Bank Stock Option, and (iv) except that the exercise price per share of each Converted Option shall equal the exercise price under each such Magna Option shall be adjusted by dividing the per share exercise price under each of such Magna Bank Stock Option divided by the Exchange Ratio and rounding (provided that such exercise price shall be rounded up to the nearest whole cent). Notwithstanding Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of the clauses Converted Options. Acquiror shall use its reasonable best efforts to cause the registration of the shares of Acquiror 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, and, thereafter, Acquiror shall file one or more registration statements on appropriate forms with respect to shares of Acquiror 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. As soon as practicable after the Effective Time, Acquiror 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 Bank Stock Option Plan and agreements evidencing the grants of such Converted Options, after giving effect to the transactions hereunder. The adjustment provided in this Section 2.4 with respect to any Bank Stock Options (iiiwhether or not “incentive stock options” (as defined in Section 422 of the Code)) shall be and (ivis intended to be effected in a manner which is consistent with Section 424(a) of the first sentence Code and, to the extent it is not so consistent, the provisions of this such Section 3.5, each Magna Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h424(a) of the Internal Revenue Code. UPC and Magna agree Code shall override anything to take all necessary steps to effectuate the foregoing provisions of this Section 3.5contrary contained herein.

Conversion of Stock Options. (a) At the Effective Time, each Each unexpired and unexercised option to purchase or other right with respect to shares of Magna ONI Common Stock outstanding immediately prior to the Effective Time (whether vested or not), under ONI’s 1997 Incentive and Nonqualified Stock Option Plan (the “ONI Option Plan”), pursuant to stock options, stock appreciation rights another ONI compensatory plan or other rights, including stock awards otherwise ("Magna Options") granted by Magna under the Magna Stock Plans, which are outstanding at the Effective Timeeach such option, whether issued pursuant to ONI Option Plan or not exercisableotherwise, an “ONI Option”), shall be converted into and become rights with respect assumed by Novoste. Each ONI Option so assumed by Novoste will continue to UPC Common Stockhave, and UPC shall assume be subject to, the applicable terms and conditions set forth in the ONI Option Plan, if issued pursuant to the ONI Option Plan, and any option agreement between ONI and the optionee with regard to such ONI Option immediately prior to the Effective Time (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Magna Option, such ONI Option will be exercisable (or will become vested and exercisable in accordance with the terms its terms) for that number of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for whole shares of UPC Novoste Common Stock (or cash in equal to the case product of stock appreciation rights), (iii) the number of shares of UPC ONI Common Stock subject that were issuable pursuant to such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna ONI Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio and rounding Ratio, rounded down to the nearest whole sharenumber of shares of Novoste Common Stock, and (ivii) the per share exercise price under for the shares of Novoste Common Stock issuable pursuant to each such Magna assumed ONI Option shall will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under each of ONI Common Stock at which such Magna ONI Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Notwithstanding Continuous employment with any party hereto or any Subsidiary of any party hereto shall be credited to the clauses (iii) and (iv) optionee for purposes of determining the vesting of all assumed ONI Options after the Effective Time. It is intended that ONI Options assumed by Novoste shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the first sentence of this Section 3.5Code, each Magna Option which is an "if such ONI Options qualified as incentive stock option" shall be adjusted as required by Section 424 of options immediately prior to the Internal Revenue CodeEffective Time, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.52.6(d) shall be applied consistently with such intent.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards Company Shares (a "Magna OptionsCOMPANY OPTION") granted by Magna under the Magna Company's 1998 Employee, Director and Consultant Stock PlansOption Plan, which are as amended (the "COMPANY PLAN"), outstanding at immediately prior to the Effective Time, whether or not exercisable, Time shall be converted into and become rights with respect an option to UPC purchase Parent Common Stock(a "CONVERTED COMPANY OPTION") (the aggregate number of Company Shares issuable upon the exercise of all outstanding Company Options immediately prior to the Effective Time is referred to herein as the "OUTSTANDING OPTION AMOUNT"). Each Company Option so converted by Parent will continue to have, and UPC shall assume each Magna Optionbe subject to, in accordance with substantially the same terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash conditions set forth in the case of stock appreciation rights), (iii) the number of shares of UPC Common Stock subject to documents governing such Magna Option shall be equal to the number of shares of Magna Common Stock subject to such Magna Company Option immediately prior to the Effective Time Time, except that (i) such Converted Company Option will be exercisable for that number of whole shares of Parent Common as is equal to the product of the number of Company Shares that were purchasable under the Company Option immediately prior to the Effective Time, multiplied by the Option Exchange Ratio and rounding Ratio, rounded down to the nearest whole sharenumber of shares of Parent Common, and (ivii) the per share exercise price under each for Parent Common issuable upon exercise of such Magna Converted Company Option shall will be adjusted equal to the quotient obtained by dividing the exercise price per share exercise price under each of Company Shares at which such Magna Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Notwithstanding The parties intend that the clauses (iii) and (ivconversion of Company Options hereunder will meet the requirements of section 424(a) of the first sentence of Code and this Section 3.5, each Magna Option which is an "incentive stock option" 2.2(a) shall be adjusted as required by Section 424 interpreted in a manner consistent with such intention. Subject to the terms of the Internal Revenue Code, Company Options and the regulations promulgated thereunderdocuments governing such Company Option, so as the Merger will not terminate or accelerate any Converted Company Option or any right of exercise, vesting or repurchase relating thereto with respect to constitute a modificationParent Common acquired upon exercise of such Converted Company Option. Holders of Company Options will not be entitled to acquire Company Shares after the Merger. Prior to the Effective Time, extension or renewal the Company will make any amendments to the terms of the option, within Company Plan that are necessary to give effect to the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of transactions contemplated by this Section 3.52.2.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right all rights with respect to shares of Magna CSB Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by Magna under the Magna Stock Plans, which CSB Options that are outstanding at the Effective Time, whether or not then exercisable, shall be converted into and become rights with respect to UPC First Charter Common Stock, and UPC First Charter shall assume each Magna CSB Option, in accordance with the terms of the Magna CSB Incentive Stock Option Plan under which it was issued and the stock option or other agreement by which it is evidenced, except that from . From and after the Effective Time, and subject to the provisions of SECTION 3.01(C), (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna CSB Option assumed by UPC First Charter may be exercised solely for shares of UPC First Charter Common Stock (or cash in the case of stock appreciation rights)Stock, (iiiii) the number of shares of UPC First Charter Common Stock subject to such Magna each CSB Option shall be equal to the number of shares of Magna CSB Common Stock subject to such Magna CSB Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iviii) the per share exercise price under each such Magna CSB Option shall be adjusted by dividing the per share exercise price under each such Magna Option option by the Exchange Ratio and rounding up down to the nearest cent. Notwithstanding the clauses (iii) , and (iv) First Charter and its Compensation Committee shall administer the CSB Incentive Stock Option Plan governing such CSB Options; PROVIDED, HOWEVER, that the terms of each CSB Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction subsequent to the Effective Time. FCC shall not be obligated to issue any fraction of a share of First Charter Common Stock upon exercise of CSB Options, and any fraction of a share of First Charter Common Stock that otherwise would be subject to a converted CSB Option shall represent the right to receive cash (without interest) upon exercise of the first sentence converted CSB Option in an amount equal to such fractional part of this a share of First Charter Common Stock multiplied by the difference in the Fair Market Value of one share of First Charter Common Stock on the last business day preceding the date of exercise of such CSB Option and the per share exercise price of such CSB Option. It is intended that the foregoing assumption shall be undertaken in a manner that will not constitute a "modification," as defined in Section 3.5425 of the Code, each Magna as to any CSB Option which is an "incentive stock option," shall be adjusted as required by defined in Section 424 422 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.

Conversion of Stock Options. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each unexpired and unexercised option to purchase or other right with respect to shares of Magna Common Company Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards (individually a "Magna Company Option" and collectively the "Company Options") granted by Magna under the Magna Company's 1994 Stock PlansOption Plan, which are (the "Company Plan") outstanding at immediately prior to the Effective Time, whether or not exercisable, Time shall be converted into and become rights with respect an option to UPC purchase Meadowbrook Common Stock, and UPC shall assume each Magna (a "Converted Company Option, in accordance with ") (the terms of the Magna Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC and its Salary and Benefits Committee shall be substituted for Magna and the Committee of Magna's Board of Directors (including, if applicable, the entire Board of Directors of Magna) or other independent committee administering such Magna Stock Plan, (ii) each Magna Option assumed by UPC may be exercised solely for shares of UPC Common Stock (or cash in the case of stock appreciation rights), (iii) the aggregate number of shares of UPC Common Company Stock subject to such Magna Option shall be equal issuable upon the exercise of all outstanding Company Options immediately prior to the number of shares of Magna Common Stock Effective Time is referred to herein as the "Outstanding Option Amount"). Each Company Option so converted by Meadowbrook will continue to have, and be subject to to, substantially the same terms and conditions set forth in the documents governing such Magna Company Option immediately prior to the Effective Time Time, except that (i) such Converted Company Option will be exercisable for that number of whole shares of Meadowbrook Common as is equal to the product of the number of shares of Company Stock that were purchasable under the Company Option immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounding Ratio, rounded down to the nearest whole share, number of shares of Meadowbrook Common and (ivii) the per share exercise price under each for the Meadowbrook Common issuable upon exercise of such Magna Converted Company Option shall will be adjusted equal to the quotient obtained by dividing the exercise price per share exercise price under each of the shares of Company Stock at which such Magna Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounding Ratio, rounded up to the nearest whole cent. Notwithstanding The parties intend that the clauses (iii) and (ivconversion of the Company Options hereunder will meet the requirements of Section 424(a) of the first sentence of Code and this Section 3.5, each Magna Option which is an "incentive stock option" 2.2(a) shall be adjusted as required by Section 424 interpreted consistent with such intention. Consistent with the terms of the Internal Revenue Code, Company Options and the regulations promulgated thereunderdocuments governing such Company Option, so as the Merger will not terminate or accelerate any Converted Company Option or any right of exercise, vesting or repurchase relating thereto with respect to constitute a modification, extension or renewal Meadowbrook Common acquired upon exercise of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5such Converted Company Option.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards ("Magna Options") granted by Magna under the Magna Stock Plans, ACSYS Option which are is outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC ICCE Common Stock, and UPC ICCE shall assume each Magna ACSYS Option, in accordance with the terms of the Magna Stock Plan ACSYS stock option plan and stock option or other agreement by which it is evidencedevidenced (collectively, "ACSYS Stock Plan"), except that from and after the Effective Time, (i) UPC ICCE and its Salary and Benefits Stock Option Committee shall be substituted for Magna ACSYS and the Committee of MagnaACSYS's Board of Directors (including, if applicable, the entire Board of Directors of MagnaACSYS) or other independent committee administering such Magna ACSYS Stock Plan, (ii) each Magna ACSYS Option assumed by UPC ICCE may be exercised solely for shares of UPC ICCE Common Stock (or cash in the case of stock appreciation rights)Stock, (iii) the number of shares of UPC ICCE Common Stock subject to such Magna ACSYS Option shall be equal to the number of shares of Magna ACSYS Common Stock subject to such Magna ACSYS Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareRatio, and (iv) the per share exercise price under each such Magna ACSYS Option shall be adjusted by dividing the per share exercise price under each such Magna ACSYS Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the preceding sentence, ICCE shall not be obligated to issue any fraction of a share of ICCE Common Stock upon exercise of ACSYS Options and any fraction of a share of ICCE Common Stock that otherwise would be subject to a converted ACSYS Option shall represent the right to receive a cash payment upon exercise of such converted ACSYS Option equal to the product of such fraction and the difference between the market value of one share of ICCE Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of ICCE Common Stock at the time of exercise of an Option shall be the price determined in accordance with the ICCE Stock Option Plan. In addition, notwithstanding clauses (iii) and (iv) of the first sentence of this Section 3.53.7, each Magna ACSYS Option which is an "incentive stock option" (if any) shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC ACSYS and Magna ICCE agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.53.7, including using its reasonable efforts to obtain from each holder of a ACSYS Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.7.

Conversion of Stock Options. (a) At the Effective Time, each option to purchase or other right with respect to shares of Magna Subject Company Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards awards, but excluding any Subject Company Rights ("Magna Subject Company Options") granted by Magna Subject Company under the Magna Subject Company Stock Plans, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights options with respect to UPC Parent Common Stock, and UPC Parent shall assume each Magna Subject Company Option, in accordance with the terms of the Magna applicable Subject Company Stock Plan and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Parent and its Salary and Benefits Committee shall be substituted for Magna Subject Company and the Committee committee of MagnaSubject Company's Board of Directors (including, if applicable, the entire Board of Directors of MagnaSubject Company) or other independent committee administering such Magna Subject Company Stock Plan, (ii) each Magna Subject Company Option assumed by UPC Parent may be exercised solely for shares of UPC Parent Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Parent Common Stock subject to such Magna Subject Company Option shall be equal to the number of shares of Magna Subject Company Common Stock subject to such Magna Subject Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole shareshare (rounding down with respect to any "incentive stock options"), and (iv) the per share exercise price under each such Magna Subject Company Option shall be adjusted by dividing the per share exercise price under each such Magna Subject Company Option by the Exchange Ratio and rounding up to the nearest centcent (rounding up with respect to any "incentive stock options"). Notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.53.5(a), each Magna Subject Company Option which that is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC Parent and Magna Subject Company agree to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.

Conversion of Stock Options. (a) At the Effective Time, each option or other right to purchase or other right with respect to receive shares of Magna Holopak Common Stock pursuant to stock options, stock appreciation rights or other rights, including stock awards similar rights ("Magna Holopak Options") granted by Magna either under the Magna Holopak Stock PlansPlans or otherwise, which are outstanding at the Effective Time, whether or not exercisable, shall be converted into and become rights with respect to UPC Foilmark Common Stock, and UPC Foilmark shall assume each Magna Holopak Option, in accordance with the terms of the Magna Holopak Stock Plan and any stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) UPC Foilmark and its Salary and Benefits Compensation Committee shall be substituted for Magna Holopak and the its Stock Option Committee of Magna's the Board of Directors of Holopak (including, if applicable, the entire Board of Directors of MagnaHolopak) or other independent committee administering such Magna Stock PlanPlans, (ii) each Magna Holopak Option assumed by UPC Foilmark may be exercised solely for shares of UPC Foilmark Common Stock (or cash in the case of stock appreciation rights), (iii) the number of shares of UPC Foilmark Common Stock subject to such Magna Holopak Option shall be equal to the number of shares of Magna Holopak Common Stock subject to such Magna Holopak Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share1.11, and (iv) the per share exercise price under each such Magna Holopak Option shall be adjusted by dividing the per share exercise price under each such Magna Holopak Option by the Exchange Ratio 1.11 and rounding up to the nearest centcent and deducting $1.42. Notwithstanding the provisions of clause (iii) of the preceding sentence, Foilmark shall not be obligated to issue any fraction of a share of Foilmark Common Stock upon exercise of Holopak Options and any fraction of a share of Foilmark Common Stock that otherwise would be subject to a converted Holopak Option shall represent the right to receive a cash payment upon exercise of such converted Holopak Option equal to the product of such fraction and the difference between the market value of one share of Foilmark Common Stock at the time of exercise of such Option and the per share exercise price of such Option. The market value of one share of Foilmark Common Stock at the time of exercise of an Option shall be the last sale price of the Foilmark Common Stock on the Nasdaq National Market (as reported by THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source as determined by the Foilmark Compensation Committee) on the last trading day preceding the date of exercise. In addition, notwithstanding the clauses (iii) and (iv) of the first sentence of this Section 3.53.4, each Magna Holopak Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Internal Revenue Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of Section 424(h) of the Internal Revenue Code. UPC and Magna agree Holopak agrees to take all necessary steps to effectuate the foregoing provisions of this Section 3.5.3.4, including using its reasonable efforts to obtain from each holder of a Holopak Option any Consent or Contract that may be deemed necessary or advisable in order to effect the transactions contemplated by this Section 3.4. (b) Promptly after the Effective Time, Foilmark shall deliver to the participants in each Holopak Stock Plan and other holders of Holopak Options an appropriate notice setting forth such participant's rights pursuant thereto. The grants subject to such Holopak Options shall continue in effect on 3