Common use of Option Plans Clause in Contracts

Option Plans. (a) Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each a "COMPANY Option") to be automatically converted at the Effective Time into an option (each a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock equal to the number of shares of Company Common Stock that could have been purchased under the Company Option multiplied by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to the same terms and conditions as the Company Option; provided that (i) if the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, Parent will use all reasonable efforts to maintain the effectiveness of the foregoing registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted Company Options remain outstanding and unexercised. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options immediately prior to the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section to give effect to the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.

Option Plans. (a) Prior to Effective as of the Effective Time, the Company and Parent shall take such action as may be necessary each outstanding employee stock option or right to cause each unexpired and unexercised option to purchase acquire shares of Company Class A Common Stock (each each, a "COMPANY Company Stock Option") granted under the Company's 2000 Stock Plan or the Company's Amended and Restated 2002 Stock Plan (together, the "Company Option Plans"), whether or not then exercisable, shall (a) with respect to be automatically converted at the portion thereof that is vested immediately prior to the Effective Time into an option (each in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Company Class A Common Stock that could have been purchased under issuable upon exercise of the vested portion of such Company Stock Option multiplied immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by the Exchange RatioParent and converted into an option to purchase common stock of Parent, at a price par value $0.01 per share ("Parent Common Stock") in accordance with this Section 2.4. Each unvested portion of Parent any Company Stock equal Option (or the vested portion thereof (as described above) to the option exercise price determined pursuant extent necessary optionholder consent is not obtained) so converted shall continue to the Company Option divided by the Exchange Ratio have, and (2) otherwise be subject to to, the same terms and conditions (including vesting schedule) as the Company Option; provided that (i) if set forth in the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or any agreements thereunder immediately prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares except that, as of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent will Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the "Exchange Ratio"), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use all reasonable commercial best efforts to maintain the effectiveness of the foregoing such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) with respect thereto for so long as any of the converted Company Options such options remain outstanding and unexercisedoutstanding. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options immediately prior to the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section to give effect to the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.

Option Plans. (a) Prior The Company shall use commercially reasonable efforts and shall take all necessary actions, including but not limited to obtaining the consent of the option holders, if necessary, to ensure that, at the Effective Time, all rights with respect to the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock pursuant to each stock option (each a "COMPANY OptionCompany Options") to be automatically converted at granted under stock option plans of the Company or otherwise which is outstanding on the Effective Time into an option (each a "PARENT OPTION") which will Date, whether or not such Company Option has previously vested or become exercisable, shall be (1) to purchase cancelled in exchange for a number of shares of Parent Common Stock equal in market value (based upon the average of the closing prices of the Parent Common Stock on the NYSE for the 10 trading days immediately prior to the Closing Date) to the fair value of such Company Option as determined by independent third party experts, mutually agreed upon by Parent and the Company. The parties hereto have agreed that the value determined using the methodology proposed by such independent third party experts will represent the fair value of the Company Options as of the Effective Time. (b) At the Effective Time, automatically and without any action on the part of the holder thereof, each outstanding Company Option that was not canceled in accordance with Section 7.9(a) above shall be assumed by Parent and become an option to purchase that number of shares of Parent Common Stock obtained by multiplying the number of shares of Company Common Stock that could have been purchased under issuable upon the Company Option multiplied exercise of such option by the Exchange Ratio at an exercise price per share equal to the per share exercise price of such option divided by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to upon the same terms and conditions as such outstanding Company Options; provided, however, that in the Company Option; provided that (i) if the applicable agreement evidencing the case of any Company Option provides for acceleration to which Section 421 of vesting the Code applies by reason of the qualifications under Section 422 or 423 of such Code, the exercise price, the number of shares purchasable pursuant to such Company Option be determined in order to comply with Section 424(a) of the Code. (c) Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms exercise of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of assumed by Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their termsif any, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of 7.9(b) above. (xd) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options As promptly as so amended and shall, from and practicable after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its shall file a Registration Statement on Form S-8 (or file a new registration statement any successor or other appropriate forms) with respect to cover the additional shares of Parent Common Stock subject to Parent the Company Options granted in replacement of Company Options. Following the Effective Time, Parent will and shall use all its reasonable efforts to maintain the effectiveness of the foregoing such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted such Company Options remain outstanding and unexercisedoutstanding. (be) As soon Except as practicable after provided herein or as otherwise agreed to by the Effective Timeparties, Parent shall deliver to each of the holders Company stock option plans providing for the issuance or grant of Company Options immediately prior to shall be assumed as of the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject with such amendments thereto as may be required to the adjustments required by this Section to give effect to reflect the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.

Option Plans. (a) Prior to Effective as of the Effective Time, the Company and Parent shall take such action as may be necessary each outstanding employee stock option or right to cause each unexpired and unexercised option to purchase acquire shares of Company Class A Common Stock (each each, a "COMPANY “Company Stock Option"”) granted under the Company’s 2000 Stock Plan or the Company’s Amended and Restated 2002 Stock Plan (together, the “Company Option Plans”), whether or not then exercisable, shall (a) with respect to be automatically converted at the portion thereof that is vested immediately prior to the Effective Time into an option (each in accordance with the terms of the Company Option Plans as in effect on the date of this Agreement and upon receipt of any necessary optionholder consent, be cancelled in exchange for a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock single lump sum cash payment equal to (reduced by any applicable withholding tax) the product of (i) the excess, if any, of the Common Stock Merger Consideration over the per share exercise price of such Company Stock Option immediately before the Effective Time and (ii) the number of shares of Company Class A Common Stock that could have been purchased under issuable upon exercise of the vested portion of such Company Stock Option multiplied immediately before the Effective Time and (b) with respect to the unvested portion thereof (or the vested portion thereof (as described above) to the extent necessary optionholder consent is not obtained) be assumed by the Exchange RatioParent and converted into an option to purchase common stock of Parent, at a price par value $0.01 per share (“Parent Common Stock”) in accordance with this Section 2.4. Each unvested portion of Parent any Company Stock equal Option (or the vested portion thereof (as described above) to the option exercise price determined pursuant extent necessary optionholder consent is not obtained) so converted shall continue to the Company Option divided by the Exchange Ratio have, and (2) otherwise be subject to to, the same terms and conditions (including vesting schedule) as the Company Option; provided that (i) if set forth in the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or any agreements thereunder immediately prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares except that, as of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, (i) each Company Stock Option shall be exercisable for that number of whole shares of Parent will Common Stock equal to the product of the number of Shares that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time multiplied by 1.2489 (the “Exchange Ratio”), rounded down to the nearest whole number of shares of Parent Common Stock and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Company Stock Option so converted shall be equal to the quotient determined by dividing the exercise price per Share at which such Company Stock Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent. No later than five business days after the Closing, Parent shall register the shares of Parent Common Stock issuable upon exercise of Company Stock Option converted pursuant to this Section 2.4 by filing an effective registration statement on Form S-8 (or any successor form) or another appropriate form with the SEC, and Parent shall use all reasonable commercial best efforts to maintain the effectiveness of the foregoing such registration statement (and maintain the current status of the prospectus or prospectuses contained therein) with respect thereto for so long as any of the converted Company Options such options remain outstanding and unexercisedoutstanding. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options immediately prior to the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section to give effect to the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.

Option Plans. (a) Prior to the Effective Time, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised Each outstanding option to purchase shares of Company Common Stock issued to employees and consultants of the Company pursuant to the Company's 1995 Stock Option/Stock Issuance Plan (as amended February 15, 1996) (the "Option Plan") (and not including options granted to certain consultants under certain Consulting Agreements dated October 2, 1996, as amended, which were not granted under the Option Plan), whether vested or unvested (each a an "COMPANY Employee Stock Option") to be automatically converted at ), which is not exercised on or before the Closing Date shall remain outstanding after the Effective Time into an and shall be assumed by Acquiror. The parties intend that Acquiror's assumption of the Employee Stock Options shall be treated as "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code and this subsection (each a "PARENT OPTION"a) which will shall be interpreted and applied consistent with such intent. Each Employee Stock Option assumed by Acquiror shall be exercisable upon the same terms and conditions as under the Option Plan and applicable option agreement issued thereunder, except that (1i) to purchase a such Employee Stock Option shall be exercisable for that number of shares of Parent Acquiror's Common Stock equal to CR (as defined in Section 2.1) multiplied by the number of shares of Company Common Stock that could have been purchased under for which such Employee Stock Option was exercisable and rounded to the Company nearest whole share with fractions of 0.5 or greater rounded up and fractions of less than 0.5 rounded down, and (ii) the exercise price of such Employee Stock Option multiplied by the Exchange Ratio, at a price per share of Parent Stock shall be equal to the option exercise price determined of such option as of the date hereof divided by CR and rounded up to the nearest whole cent. No fractional shares of Company Common Stock shall be issued upon exercise of any Employee Stock Option, and any and all fractional shares shall be canceled. (b) Except for such options which by their terms terminate at the Effective Time, each outstanding option to purchase Company Common Stock issued to a non-employee director pursuant to the Company Option divided Plan (a "Director Stock Option"), whether vested or unvested, which is not exercised on or before the Closing Date, shall remain outstanding after the Effective Time and shall be assumed by the Exchange Ratio and (2) otherwise subject to Acquiror. Each Director Stock Option assumed by Acquiror shall be exercisable upon the same terms and conditions as under the Company Option; provided Option Plan and the applicable option agreement issued thereunder, except that (i) if such Director Stock Option shall be exercisable for that number of shares of Acquiror's Common Stock equal to CR multiplied by the applicable agreement evidencing number of shares of Company Common Stock for which such Director Stock Option was exercisable and rounded to the Company Option provides for acceleration nearest whole share with fractions of vesting 0.5 or greater rounded up and fractions of such Company Option upon the Mergerless than 0.5 rounded down, the converted stock option will be so vested following the Merger and, and (ii) the terms exercise price of the Company Options outstanding under the Company's 1997 Non-Employee such Director Stock Option Plan shall be amended so that equal to the exercise price of such options may be exercised (A) with respect to those directors Director Stock Option as of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, hereof divided by CR and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options rounded up to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, Parent will use all reasonable efforts to maintain the effectiveness of the foregoing registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted Company Options remain outstanding and unexercisednearest whole cent. (bc) As soon as practicable after the Effective Time, Parent Acquiror shall deliver to the holders of Company Employee Stock Options immediately prior to the Effective Time and Director Stock Options appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, Option Plan and (2) stating that the Company agreements evidencing the grants of such Employee Stock Options have been converted into Parent and Director Stock Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section to give 2.5 after giving effect to the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.

Option Plans. (a) Prior to the Effective TimeThe Merger Agreement provides that, the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock (each a "COMPANY Option") to be automatically converted at the Effective Time into an option (each a "PARENT OPTION") which will be (1) to purchase a number of shares of Parent Stock equal to the number of shares of Company Common Stock that could have been purchased under the Company Option multiplied by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to the same terms and conditions as the Company Option; provided that (i) if the applicable agreement evidencing the Company Option provides for acceleration of vesting of such Company Option upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their terms, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of (x) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options as so amended and shall, from and after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its Registration Statement on Form S-8 or file a new registration statement to cover the additional shares of Parent Stock subject to Parent Options granted in replacement of Company Options. Following the Effective Time, Parent will use all reasonable efforts to maintain the effectiveness of the foregoing registration statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted Company Options remain outstanding and unexercised. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Options immediately prior to the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section to give effect to the Merger). (c) The holders of Company Options immediately prior to the Effective Time, each holder of a Stock Option, whether or not then presently exercisable, will be entitled to receive a cash payment from the Company equal to the product of (a) the total number of Shares then subject to each such Stock Option with an exercise price less than the per Share Merger Consideration and their respective legal representatives (b) the excess of the per Share Merger Consideration over the exercise price per Share subject to such Stock Option, subject to any required withholding of taxes, and heirsthe Stock Options will be canceled and will cease to exist. CVCA Warrants. The Merger Agreement provides that, shall immediately prior to the Effective Time, the holder of the CVCA Warrants will, to the extent such warrants have not previously been exercised, be deemed third-party beneficiaries entitled to receive a cash payment from Purchaser equal to the product of (a) 47,806 (the total number of Shares then subject to such CVCA Warrants) and (b) the excess of the per Share Merger Consideration over $0.004545 (the exercise price per Share subject to the CVCA Warrants). As a condition to such payment, the holder of the CVCA Warrants must provide to Purchaser a written acknowledgment that such payment satisfies in full all of the Company's obligations to such person pursuant to such warrants. Rights Agreement. The Company has issued Rights pursuant to the Rights Agreement. The Merger Agreement provides that the Company's Board of Directors has taken all necessary action to provide that neither Parent nor Purchaser will become an "Acquiring Person" such that no "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Rights Agreement) will occur and that Section 11.1.2 of the Rights Agreement will not be triggered as a result of the announcement, commencement or consummation of the Offer, the execution or delivery of the Merger Agreement or any amendments thereto, the consummation of the Merger, or the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, the Company has agreed, should Parent or Purchaser so request, to redeem the Rights effective immediately prior to Purchaser's acceptance of Shares for purchase pursuant to the Offer. No such request has been made as of the date of this Section 7.9Offer to Purchase.

Option Plans. (a) Prior The Company shall use commercially ------------ reasonable efforts and shall take all necessary actions, including but not limited to obtaining the consent of the option holders, if necessary, to ensure that, at the Effective Time, all rights with respect to the Company and Parent shall take such action as may be necessary to cause each unexpired and unexercised option to purchase shares of Company Common Stock pursuant to each stock option (each a "COMPANY OptionCompany Options") to be automatically converted at granted under stock option --------------- plans of the Company or otherwise which is outstanding on the Effective Time into an option (each a "PARENT OPTION") which will Date, whether or not such Company Option has previously vested or become exercisable, shall be (1) to purchase cancelled in exchange for a number of shares of Parent Common Stock equal in market value (based upon the average of the closing prices of the Parent Common Stock on the NYSE for the 10 trading days immediately prior to the Closing Date) to the fair value of such Company Option as determined by independent third party experts, mutually agreed upon by Parent and the Company. The parties hereto have agreed that the value determined using the methodology proposed by such independent third party experts will represent the fair value of the Company Options as of the Effective Time. (b) At the Effective Time, automatically and without any action on the part of the holder thereof, each outstanding Company Option that was not canceled in accordance with Section 7.9(a) above shall be assumed by Parent and become an option to purchase that number of shares of Parent Common Stock obtained by multiplying the number of shares of Company Common Stock that could have been purchased under issuable upon the Company Option multiplied exercise of such option by the Exchange Ratio at an exercise price per share equal to the per share exercise price of such option divided by the Exchange Ratio, at a price per share of Parent Stock equal to the option exercise price determined pursuant to the Company Option divided by the Exchange Ratio and (2) otherwise subject to upon the same terms and conditions as such outstanding Company Options; provided, however, that in the case of any Company Option; provided that (i) if -------- ------- Option to which Section 421 of the applicable agreement evidencing Code applies by reason of the Company Option provides for acceleration qualifications under Section 422 or 423 of vesting such Code, the exercise price, the number of shares purchasable pursuant to such Company Option be determined in order to comply with Section 424(a) of the Code. (c) Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the Merger, the converted stock option will be so vested following the Merger and, (ii) the terms exercise of the Company Options outstanding under the Company's 1997 Non-Employee Director Stock Option Plan shall be amended so that such options may be exercised (A) with respect to those directors of the Company who do not become directors of assumed by Parent, until the earlier of (x) six months following the Effective Time or (y) the date on which the options expire in accordance with their termsif any, and (B) with respect to those directors of the Company who are appointed directors of Parent pursuant to Section 2.4, until the earlier of 7.9(b) above. (xd) 90 days following the date on which such persons cease to be directors of Parent and (y) the date on which the options expire in accordance with their terms. The date of grant of a substituted Parent Option shall be the date on which the corresponding Company Option was granted. At the Effective Time, all references in the Company Options to the Company shall be deemed to refer to Parent. Parent shall assume all of the Company's obligations with respect to Company Options As promptly as so amended and shall, from and practicable after the Effective Time, make available for issuance upon exercise of the Parent Options all shares of Parent Stock covered thereby and, at or prior to the Effective Time, amend its shall file a Registration Statement on Form S-8 (or file a new registration statement any successor or other appropriate forms) with respect to cover the additional shares of Parent Common Stock subject to Parent the Company Options granted in replacement of Company Options. Following the Effective Time, Parent will and shall use all its reasonable efforts to maintain the effectiveness of the foregoing such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the converted such Company Options remain outstanding and unexercisedoutstanding. (be) As soon Except as practicable after provided herein or as otherwise agreed to by the Effective Timeparties, Parent shall deliver to each of the holders Company stock option plans providing for the issuance or grant of Company Options immediately prior to shall be assumed as of the Effective Time appropriate notices setting forth (1) such holders' rights pursuant to the respective Company Options, and (2) stating that the Company Options have been converted into Parent Options as contemplated herein and have been assumed by Parent and shall continue in effect on the same terms and conditions (subject with such amendments thereto as may be required to the adjustments required by this Section to give effect to reflect the Merger). (c) The holders of Company Options immediately prior to the Effective Time, and their respective legal representatives and heirs, shall be deemed third-party beneficiaries of this Section 7.9.