Common use of Options Clause in Contracts

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company FWB Common Stock under the FWB Stock Plans (each, a "FWB Stock Option"), whether vested or unvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and FWB Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof SFG Common Stock equal to (i) the number of shares of FWB Common Stock subject to the FWB Stock Option, respectively, multiplied by (ii) the Conversion Fraction, and Exchange Ratio (such product rounded to the nearest whole cent or number) (a "Replacement Option"), respectivelyat an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of FWB Common Stock which were purchasable pursuant to such FWB Stock Option divided by (z) the number of full shares of SFG Common Stock subject to such Replacement Option in accordance with the foregoing. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each FWB Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and FWB shall maintain use its best efforts, including using its best efforts to obtain any necessary consents from optionees, with respect to the effectiveness of such registration statements (and maintain FWB Stock Plans to permit the current status replacement of the prospectus outstanding FWB Stock Options by SFG pursuant to this Section and to permit SFG to assume the FWB Stock Plans. FWB shall further take all action necessary to amend the FWB Stock Plans to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunder following the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser SFG shall qualify under applicable state securities laws assume the issuance FWB Stock Plans; provided, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that SFG shall have no obligation with respect to any awards under the FWB Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed FWB Stock Plans.

Options. (a) Except Each of the Stockholders hereby grants to Sub an irrevocable option (each, a "Purchase Option" and collectively, the "Purchase Options") to purchase the number of Shares set forth opposite such Stockholder's name on Schedule I hereto together with all of the Shares (including any additional Shares that may be issuable as provided in paragraph a result of a "change of control") Beneficially Owned by such Stockholder as a result of the Stockholder's exercise of the Options set forth opposite such Stockholder's name on Schedule II hereto (bcollectively, with the Shares described on Schedule I, the "Option Shares") below with respect at a purchase price per share equal to the Company's 1996 Employee Stock Purchase PlanPrice. Subject to the last sentence of this Section 3(a), each Purchase Option is currently exercisable in whole but not in part, and shall remain exercisable in whole but not in part until 5:00 p.m. (Dallas, Texas time) on the date which is 120 days after a Termination Event (the "Option Period"), so long as: (i) all waiting periods under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended (the "Company ESPPHSR Act"), at required for the Effective Timepurchase by Sub of the Option Shares upon such exercise shall have expired or been waived, each then outstanding and unexercised option (ii) there shall not be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of the Purchase Options pursuant to this Agreement. The Option Period shall be extended for the time period that any such preliminary injunction or order shall be in effect that otherwise prohibits the exercise of a Purchase Option. To exercise the Purchase Options, Sub shall send a written notice (the "Company OptionsNotice") exercisable for shares of Company Stock shall become fully vested to the Stockholders identifying the place and exercisable date (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue not less than one nor more than 20 business days from the date of the Merger and without any action on Notice) for the part closing of such purchase. The Sub shall not exercise the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Purchase Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance occurrence of a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderTermination Event.

Options. (a) Except as provided in paragraph paragraphs (b), (c) and (d) below with respect to the Company's 1996 ’s 1998 Employee Stock Purchase Plan, as amended (the "“Company ESPP"”), the Cash-Out Options (as defined in Section 1.8(d)) and certain options to purchase Common Stock at an exercise price greater than $0.82 per share, at the Effective Time, with respect to each then outstanding and unexercised option for Shares (the "“Company Options"”) exercisable for shares of granted under the Company’s 1987 Stock Option Plan, 1997 Stock Option Plan and 1994 Consultant Plan (collectively, the “Company Stock shall become fully vested and exercisable (by virtue of their termsOption Plans”) and or otherwise, Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options (“Purchaser Replacement Options”) exercisable for shares of common stock, par value $.01 per share, of Purchaser Stock ("“Purchaser Replacement Options"Stock”) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's ’s Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.. For purposes of this Agreement, the term “

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each options under the Company's Amended and Restated 1994 Stock Option Plan (the "Assumed Stock Option Plan") to purchase Shares (each, a "Company Option"), which are then outstanding and unexercised option (the "Company Options") exercisable for unexercised, shall cease to represent a right to acquire Shares and shall be converted automatically into options to purchase shares of Company Stock common stock, par value $.001 per share, of Parent ("Parent Common Stock"), and Parent shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause assume each holder of a such Company Option subject to receive, by virtue the terms of the Merger and without any action on the part of the holder thereofAssumed Stock Option Plan, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions in each case as heretofore amended or restated, as the Company Options (including such terms case may be, and conditions as may be incorporated by reference into the agreements evidencing grants thereunder; provided, however, that from and after the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were grantedEffective Time, (i) except that the exercise price and the number of shares issuable of Parent Common Stock purchasable upon exercise of such Company Option shall be divided and multiplied, respectively, equal to the number of Shares that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Conversion FractionExchange Ratio (as hereinafter defined), and rounded rounding to the nearest whole cent share, and (ii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Option shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or numberother similar transaction with respect to Parent Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, respectively. Purchaser shall use all reasonable efforts each Company Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option": (as defined in Section 422 of the Internal Revenue Code of 1986, as amended amended, (the "Code")) prior shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient nearest whole number of shares of Purchaser Stock for delivery upon and the per share exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser price shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent rounded down to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstandingnearest cent. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement OptionsThe Exchange Ratio is 0.197656. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderARTICLE III CERTIFICATE OF INCORPORATION AND BY-LAWS OF THE SURVIVING CORPORATION; OFFICERS AND DIRECTORS OF THE SURVIVING CORPORATION 3.1.

Options. All options to purchase shares of Company Common Stock (aeach, a “Company Stock Option”) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Planoutstanding, as amended (the "Company ESPP")whether or not exercisable and whether or not vested, at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of issued under any Company Stock Plan and any other plan or agreement pursuant to which Company Stock Options have been issued, in each case as such may have been amended, supplemented or modified, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a remain outstanding following the Effective Time. At the Effective Time, the Company Option to receiveStock Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder thereof, options be assumed by Acquiror in such manner that Acquiror (i) is a corporation “assuming a stock option in a transaction to which Section 424(a) applies” within the meaning of Section 424 of the Code and the regulations thereunder or (ii) to the extent that Section 424 of the Code does not apply to any such Company Stock Options, would be such a corporation were Section 424 of the Code applicable to such Company Stock Options. From and after the Effective Time, all references to the Company in the Company Stock Option Plans and the applicable stock option agreements issued thereunder shall be deemed to refer to Acquiror, which shall have assumed the Company Stock Option Plans as of the Effective Time by virtue of this Agreement and without any further action. Each Company Stock Option assumed by Acquiror (each, a “Substitute Option”) shall be exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having upon the same terms and conditions as under the applicable Company Options Stock Option Plan and the applicable option agreement issued thereunder, except that (including A) each such terms Substitute Option shall be exercisable for, and conditions as may be incorporated by reference into represent the agreements evidencing the Company Options pursuant right to acquire, that whole number of shares of Acquiror Common Stock (rounded upward to the plans or arrangements pursuant nearest whole share) equal to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise of Company Common Stock subject to such Company Stock Option multiplied by the Common Stock Exchange Ratio; and (B) the option price per share of Acquiror Common Stock shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded an amount equal to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts option price per share of Company Common Stock subject to ensure that any such Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Stock Option in effect immediately prior to the Effective Time continue to divided by the Common Stock Exchange Ratio (the option price per share, as so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Timedetermined, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent being rounded upward to the Effective Time, and nearest whole cent). Such Substitute Option shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons otherwise be subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (same terms and conditions as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundersuch Company Stock Option.

Options. (aA) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at From and after the Effective Time, each all employee and director stock options to purchase shares of Company Common Stock (each, a "Company Option"), which are then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveunexercised, by virtue of the Merger and shall, without any further action on the part of the holder holders thereof, be converted into and become options exercisable for to purchase shares of Purchaser Stock First Union Common Stock, and First Union shall assume each such Company Option in accordance with the terms of the applicable Previously Disclosed Compensation and Benefit Plans ("Purchaser Replacement Options"as hereinafter defined) having the same terms and conditions as the Company Options (related agreements by which it is evidenced, including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant but not limited to the plans or arrangements pursuant to which accelerated vesting of such Company Options were grantedwhich shall occur in connection with and by virtue of the Merger as and to the extent required by such Previously Disclosed Compensation and Benefit Plans; provided, however, that from and after the Effective Time -------- ------- (i) except that the exercise price and each such Company Option assumed by First Union may be exercised solely to purchase shares of First Union Common Stock, (ii) the number of shares issuable of First Union Common Stock purchasable upon exercise of such Company Option shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded equal to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure number of shares of Company Common Stock that any were purchasable under such Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Option immediately prior to the Effective Time continue multiplied by the Exchange Ratio and rounding to so qualify after the nearest whole share, and (iii) the per share exercise price under each such Company Option shall be adjusted by dividing the per share exercise price of each such Company Option immediately prior to the Effective TimeTime by the Exchange Ratio, and rounding to the nearest whole cent. Purchaser shall take all corporate action necessary The terms of each Company Option shall, in accordance with its terms, be subject to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Timefurther adjustment as appropriate to reflect any stock split, Purchaser shall file or cause to be filed all registration statements on Form S-8 stock dividend, recapitalization, merger, reorganization or other appropriate form as may be necessary in connection similar transaction with the purchase and sale of Purchaser respect to First Union Common Stock contemplated by such Purchaser Replacement Options on or subsequent to the Effective TimeDate. Notwithstanding the foregoing, the number of shares and shall maintain the effectiveness per share exercise price of such registration statements each Company Option which is intended to be an "incentive stock option" (and maintain the current status as defined in Section 422 of the prospectus or prospectuses contained thereinCode) for so long as any of shall be adjusted in accordance with the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) 424 of the Securities Exchange Act (as defined below) Code. Accordingly, with respect to any incentive stock options, fractional shares shall be exempt from the application of Section 16(b) of the Securities Exchange Act, rounded down to the extent permitted thereundernearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (each, a "Century Option") to purchase shares of Century Common Stock under any and all plans of Century under which stock options have been granted and are outstanding (collectively, the "Company OptionsCentury Stock Plans") exercisable for shares of Company Stock shall become fully vested vest pursuant to the terms thereof and exercisable shall be converted into an option (by virtue of their terms) and Purchaser shall cause each holder of each, a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement OptionsOption") having to acquire, on the same terms and conditions as the Company Options were applicable under such Century Stock Option (including such terms and conditions other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as may a non-employee director, which requirement shall be incorporated waived or deleted from each option by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and amendment thereto), the number of shares issuable upon exercise of United Common Stock equal to (a) the number of shares of Century Common Stock subject to the Century Stock Option, multiplied by (b) 0.5894 (the "Option Exchange Ratio"). Such product shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number. The exercise price per share (rounded to the nearest whole cent) of each Replacement Option shall equal (y) the exercise price per share for the shares of Century Common Stock which were purchasable pursuant to such Century Stock Option divided by (z) the Option Exchange Ratio. Notwithstanding the foregoing, respectively. Purchaser shall use all reasonable efforts each Century Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Century shall maintain use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the effectiveness of such registration statements (and maintain Century Stock Plans to permit the current status replacement of the prospectus outstanding Century Stock Options by United pursuant to this Section and to permit United to assume the Century Stock Plans. Century shall further take all action necessary to amend the Century Stock Plans to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunder following the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser United shall qualify under applicable state securities laws assume the issuance Century Stock Plans; provided, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that United shall have no obligation with respect to any awards under the Century Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Century Stock Plans.

Options. Each option to purchase shares of Liberty SiriusXM Common Stock (aa “Liberty SiriusXM option award”) Except that is outstanding as provided in paragraph (b) below with respect of immediately prior to the Company's 1996 Employee Stock Purchase PlanEffective Time shall accelerate and become fully vested immediately prior to, as amended (and contingent upon the "Company ESPP")occurrence of, at the Effective Time. As of the Effective Time, each then outstanding and unexercised option (as has been determined by the "Company Options") exercisable for shares Liberty Board pursuant to its authority granted under the applicable stock incentive plan of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger Liberty Media and without any further action on the part of the holder thereof, options exercisable for Liberty Media or SplitCo, each Liberty SiriusXM option award (as accelerated in accordance with the previous sentence) shall cease to represent an option award to purchase shares of Purchaser Liberty SiriusXM Common Stock and will be converted into an option to purchase shares of SplitCo Common Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) a “SplitCo option award”), except that the exercise price and (1) the number of shares issuable upon exercise of SplitCo Common Stock subject to such SplitCo option award shall be divided and multipliedequal to the product of (x) the Exchange Ratio multiplied by (y) the number of shares of Liberty SiriusXM Common Stock subject to the Liberty SiriusXM option award immediately prior to the Effective Time, respectively, by the Conversion Fraction, and rounded down to the nearest whole cent or numbershare of SplitCo Common Stock, respectively. Purchaser and (2) the per share exercise price of such SplitCo option award shall use all reasonable efforts be equal to ensure that any Company Options that qualified as incentive stock options under Section 422 the quotient of (x) the exercise price per share of the Internal Revenue Code of 1986, as amended (the "Code") Liberty SiriusXM option award immediately prior to the Effective Time continue to so qualify after divided by (y) the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective TimeExchange Ratio, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent result rounded up to the Effective Timenearest whole cent. Except with respect to the vesting terms thereof and as otherwise described herein, and shall maintain the effectiveness of such registration statements (and maintain the current status all other terms of the prospectus or prospectuses contained therein) for so long SplitCo option awards will, in all material respects, be the same as any those of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Timecorresponding Liberty SiriusXM option awards; provided, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stockhowever, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after that neither the Effective Time pursuant to Purchaser Replacement Options nor any other transaction contemplated by persons this Agreement or the Merger Agreement shall be considered a termination of employment or service for any employee, non-employee director or consultant of Liberty Media, any Qualifying Subsidiary or their respective Subsidiaries for purposes of any SplitCo option award; provided, further, that the SplitCo option awards shall be subject to the reporting requirements of Section 16(a) terms of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderSplitCo Transitional Plan.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Jefferson Common Stock under the Jefferson 1995 Long Term Incentive Stock Plan (each, a "Jefferson Stock Option"), whether vested or unvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Jefferson Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof Wachovia Common Stock equal to (a) the number of shares of Jefferson Common Stock subject to the Jefferson Stock Option, respectively, multiplied by (b) the Conversion Fraction, and Exchange Ratio (such product rounded down to the nearest whole cent or number) (a "Replacement Option"), respectivelyat an exercise price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Jefferson Common Stock which were purchasable pursuant to such Jefferson Stock Option divided by (z) the number of full shares of Wachovia Common Stock subject to such Replacement Option in accordance with the foregoing. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each Jefferson Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Jefferson shall maintain take all action necessary including obtaining any necessary consents from Optionees, to permit the effectiveness of such registration statements (and maintain the current status replacement of the prospectus outstanding Jefferson Stock Options by Wachovia pursuant to this Section and to permit Wachovia to assume (to the extent described below) the Jefferson 1995 Long Term Incentive Stock Plan. Jefferson shall further take all action necessary to amend the Jefferson 1995 Long Term Incentive Stock Plan to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunder following the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser Wachovia shall qualify under applicable state securities laws assume the issuance Jefferson 1995 Long Term Incentive Stock Plan; provided, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that Wachovia shall have no obligation with respect to any awards under the Jefferson 1995 Long Term Incentive Stock after Plan other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed plans.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Prior to the Effective Time, with respect to each option to purchase shares of Xenon 2 into which options to purchase shares of Xoom (a "XOOM OPTION"), which were granted pursuant to the Xoom 1998 Stock Incentive Plan (the "XOOM OPTION PLAN") prior to May 9, 1999, were converted (the "CONVERTED XOOM PLAN OPTIONS"), Xenon 2 shall cause the Administrator (as defined in the Xoom Option Plan) to exercise its discretion to provide, and shall maintain take any other necessary action to provide, that each Converted Xoom Plan Option shall vest and become exercisable with respect to all shares as to which such options would otherwise have vested within 12 months following the effectiveness Effective Time. With respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were not granted pursuant to the Xoom Option Plan prior to May 9, 1999, were converted (the "CONVERTED XOOM NON-PLAN OPTIONS"), Xenon 2 shall take any necessary action to provide that such Converted Xoom Non-Plan Options shall to the extent provided in the award agreement evidencing such option vest and become exercisable with respect to 75% of the then unvested portion of such registration statements (Converted Xoom Non-Plan Option and maintain any portion of a Converted Xoom Non-Plan Option which remains unexercised upon the current status occurrence of the prospectus or prospectuses contained thereinEffective Time shall terminate upon the occurrence of the Effective Time. In addition, with respect to each option to purchase shares of Xenon 2 into which Xoom Options, which were granted after May 9, 1999, were converted (the "CONVERTED NEW XOOM OPTIONS"), Xenon 2 shall cause the Administrator to exercise its discretion to provide, and shall take any other necessary action to provide, that each option Converted New Xoom Option shall not immediately vest (but rather, shall vest in accordance with its stated vesting schedule) for so long as with respect to any of the Purchaser Replacement shares subject thereto. Xenon 2 and Xoom acknowledge that the transaction contemplated hereby shall constitute a "Corporate Transaction" for purposes of both the Xoom Option Plan and the Converted Xoom Non-Plan Options registered thereunder remain outstanding. As soon as practicable after and the Effective TimeAdministrator, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors of Xoom and the Board of Directors of Xenon 2 shall take all actions necessary on action to effect the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderforegoing.

Options. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (“Options”) covering 200,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”). The Options shall vest in equal monthly installments over a one-year period commencing on the Effective Date (e.g., first monthly vesting will occur on August 30, 2003), subject to the Executive continuing to be employed hereunder at the time specified for vesting, shall be exercisable to the extent then vested and shall be exercisable at an exercise price (“Exercise Price”) per Option Share equal to the closing price per share of Common Stock on the OTCBB exchange on the date which Executive commences his employment, and shall expire to the extent not theretofore exercised upon the earliest to occur of (a) Except as provided in paragraph the fourth anniversary of the Effective Date; (b) 90 days following the date of termination of the Executive’s employment for any reason other than those set forth below with respect in this Section 5.3(c) hereof; or (c) immediately in the event of any termination by the Company of the Executive’s employment pursuant to Section 8.1 or Section 8.3 hereof. The number of Option Shares and the Exercise Price thereof shall be subject to equitable and proportionate adjustment as determined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except to the Company's 1996 Employee Stock Purchase Planextent that (a) the underlying Option Shares are registered under the Securities Act of 1933, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fractionamended, and rounded to the nearest whole cent registered or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws (collectively, the issuance “Securities Laws”), or (b) in the reasonable opinion of counsel to the Company, exemptions from the registration and qualification provisions of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement OptionsSecurities Laws are applicable to the transaction. Purchaser's The Options will also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options shall be issued pursuant to a stock option plan or stock option agreement approved by the Board of Directors shall take all actions necessary of the Company and will be contained in a separate document in customary form dated as of the Effective Date and executed by the Company and the Executive on the part date hereof or promptly thereafter; and, pending such execution, this Section 5.3 shall be deemed to constitute the grant of Purchaser to enable and contain the acquisition terms of Purchaser Stock, Purchaser Replacement the Options. The grant and exercise of such Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons shall be subject to the reporting requirements Company’s completion of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.any and all required or necessary state or federal securities filings and/or disclosure documents. SECTION SIX

Options. (a) Except as provided The Lessee has the option to make advance rental payments for deposit in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue Redemption Account of the Merger and without any action on Bond Fund to effect the retirement of the Bonds in whole or the redemption in whole or in part of the holder thereofBonds, options exercisable for shares all in accordance with the terms of Purchaser Stock the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall exist and be continuing an Event of Default. The Lessee shall exercise its option to make such advance rental payments by delivering a written notice of an Authorized Representative of the Lessee to the Trustee in accordance with the Indenture, with a copy to the Agency, at least twenty ("Purchaser Replacement Options"20) having days prior to the same terms date upon which the Trustee is to mail notice of redemption to Bondholders, setting forth (i) the amount of the advance rental payment, (ii) the principal amount of Bonds Outstanding requested to be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such amount as shall be permitted in the Indenture), and conditions (iii) the date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall be paid to the Trustee in legal tender on or before the redemption date and shall be an amount which, when added to the amount on deposit in the Bond Fund and available therefor, will be sufficient to pay the Redemption Price of the Bonds to be redeemed, together with interest to accrue to the date of redemption and all expenses of the Agency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be redeemed in whole or otherwise retired, the Lessee shall further pay on or before such redemption date, in legal tender, to the Agency, the Trustee, the Bond Registrar and the Paying Agents, as the Company Options case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the Indenture together with (including such terms i) all other amounts due and conditions as may payable under this Agreement and the other Security Documents, and (ii) any amounts required to be incorporated by reference into rebated to the agreements evidencing the Company Options Federal government pursuant to the plans Indenture or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderTax Certificate.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then (i) all options to acquire shares of Enron Common Stock outstanding and unexercised option at the Effective Time under Enron's stock plans (collectively, the "Company Enron Stock Plans") identified in Section 4.5(a) of the Enron Disclosure Letter (individually, a "Enron Option" and collectively, the "Enron Options") exercisable for and (ii) all options to acquire shares of Company Dynegy Class A Common Stock shall become fully vested and exercisable outstanding at the Effective Time under Dynegy's stock plans (by virtue of their termscollectively, the "Dynegy Stock Plans") and Purchaser shall cause each holder of a Company Option to receive, by virtue identified in Section 4.5(a) of the Merger Dynegy Disclosure Letter (individually, a "Dynegy Option" and without any action on collectively, the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Dynegy Options") having shall remain outstanding following the Effective Time, subject to the modifications described in this Section 4.5(a). Prior to the Effective Time, Enron, Dynegy and Newco shall take all actions (if any) as may be required to permit the assumption of such Enron Options and Dynegy Options by Newco pursuant to this Section 4.5(a). At the Effective Time, the Enron Options and the Dynegy Options shall be assumed and adjusted by Newco in the manner set forth herein and with respect to Dynegy Options that are incentive stock options within the meaning of Section 422 of the Code in such manner that Newco is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code. Each Enron Option assumed and adjusted by Newco shall be subject to the same terms and conditions as under the Company Options applicable Enron Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, (including A) each Enron Option shall be an option for that whole number of shares of Newco Class A Common Stock (rounded up to the next whole share) equal to the number of shares of Enron Common Stock subject to such Enron Option immediately prior to the Effective Time multiplied by the Enron Merger Ratio, and (B) the exercise price per Newco share shall be an amount equal to the exercise price per share of Enron Common Stock subject to such Enron Option in effect immediately prior to the Effective Time divided by the Enron Merger Ratio (the price per share, as so determined, being rounded down to the nearest whole cent). Each Dynegy Option assumed and adjusted by Newco shall be subject to the same terms and conditions as may under the applicable Dynegy Stock Plan and the applicable option agreement entered into pursuant thereto, except that, immediately following the Effective Time, each Dynegy Option shall be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and an option for the number of shares issuable upon exercise of Newco Class A Common Stock equal to the number of shares of Dynegy Common Stock subject to such Dynegy Option immediately prior to the Effective Time. Without limiting the foregoing, effective at the Effective Time, Newco shall assume the Enron Corp. 1999 Stock Plan, Enron Corp. 1994 Stock Plan, Enron Corp. 1991 Stock Plan, Dynegy Inc. 2000 Long Term Incentive Plan, Dynegy Inc. 2001 Non-Executive Stock Incentive Plan and Dynegy Inc. 2001 Special Long-Term Incentive Plan (collectively, the "Assumed Plans") for purposes of employing such plans to make grants of stock options and other awards based on shares of Newco Class A Common Stock following the Effective Time; to the extent that any obligation exists at the Effective Time to issue Enron Common Stock or Dynegy Class A Common Stock under any Assumed Plan, the obligation of Newco thereafter to issue Newco Common Stock in fulfillment of such previous obligation shall be divided and multipliedto issue the number of shares of Newco Common Stock equal to (i) in the case of Enron Common Stock, respectively, by the Conversion Fraction, and number of shares (rounded to the nearest whole cent or numbershare) of Enron Common Stock subject to such obligation multiplied by the Enron Merger Ratio and (ii) in the case of Dynegy Class A Common Stock, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Dynegy Class A Common Stock for delivery upon subject to such obligation; provided, however, that, if the exercise obligation is an award of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file a specified dollar amount of Enron Common Stock or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Dynegy Common Stock, Purchaser Replacement Options and subsequent transactions in Purchaser the substitution shall be effected simply by substituting Newco Common Stock after having the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderspecified dollar value.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each all employee and director stock options to purchase shares of KSB Common Stock (each, a KSB Stock Option ), which are then outstanding and unexercised option (the "Company Options") exercisable for unexercised, shall cease to represent a right to acquire shares of Company KSB Common Stock, and shall be converted automatically into options to purchase shares of Camden Common Stock, and Camden shall assume each such KSB Stock shall become fully vested and exercisable (by virtue Option subject to the terms of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue any of the Merger stock option plans listed under Stock Plans in Section 3.7 of KSB s Disclosure Schedule (collectively, the KSB Stock Option Plans ), and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing grants thereunder; provided, however, that from and after the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were grantedEffective Time, (i) except that the exercise price and the number of shares issuable of Camden Common Stock purchasable upon exercise of any such KSB Stock Option shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded equal to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure number of shares of KSB Common Stock that any Company Options that qualified as incentive stock options were purchasable under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") such KSB Stock Option immediately prior to the Effective Time continue multiplied by the Exchange Ratio, rounding to so qualify after the Effective Timenearest whole share (with .5 being rounded up), and (ii) the per share exercise price under each such KSB Stock Option shall be adjusted by dividing the per share exercise price of each such KSB Stock Option by the Exchange Ratio, rounding to the nearest cent. Purchaser shall take all corporate action necessary The terms of each KSB Stock Option shall, in accordance with its terms, be subject to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Timefurther adjustment as appropriate to reflect any stock split, Purchaser shall file or cause to be filed all registration statements on Form S-8 stock dividend, recapitalization or other appropriate form as may be necessary in connection similar transaction with the purchase and sale of Purchaser respect to Camden Common Stock contemplated by such Purchaser Replacement Options on or subsequent to the Effective TimeDate. Notwithstanding the foregoing, the number of shares and shall maintain the effectiveness per share exercise price of such registration statements each KSB Stock Option which is intended to be an incentive stock option (and maintain the current status as defined in Section 422 of the prospectus or prospectuses contained thereinCode) for so long as any of shall be adjusted in accordance with the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a424(a) of the Securities Exchange Act (as defined below) Code. Accordingly, with respect to any incentive stock options, fractional shares shall be exempt from the application of Section 16(b) of the Securities Exchange Act, rounded down to the extent permitted thereundernearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest cent.

Options. (a) Except as provided in paragraph (b) below with respect As of the Effective Time, all options to the Company's 1996 Employee purchase Raptor Shares issued by Raptor pursuant to its 1995 Stock Purchase Option and Grant Plan, as amended and restated (the "Company ESPPRaptor Stock Option Plan"), at or pursuant to the resolution of Raptor's Board of Directors or the Compensation Committee thereof ("Options"), whether vested, unvested or subject to repurchase by Raptor following such exercise, which are outstanding and not exercised immediately prior to the Effective Time, shall be exchanged for options for Axent Common Stock to be issued by Axent. Axent and Raptor shall enter into the Stock Option Exchange Agreement in the form attached hereto as EXHIBIT G. Immediately after the Effective Time, each then Option outstanding and unexercised immediately prior to the Effective Time shall be deemed to constitute an option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant Option immediately prior to the plans or arrangements pursuant Effective Time, such number of shares of Axent Common Stock as is equal to which the number of Raptor Shares subject to the unexercised portion of such Company Options were granted) except that Option multiplied by the Exchange Ratio (with any fraction resulting from such multiplication to be rounded down to the next lower whole number). The exercise price per share of each such exchanged Option shall be equal to the exercise price and of such Option immediately prior to the number of shares issuable upon exercise shall be Effective Time, divided and multiplied, respectively, by the Conversion Fraction, and Exchange Ratio (with any fraction of a cent resulting from such division to be rounded up to the nearest next higher whole cent or numbercent). Except for any acceleration and termination, respectively. Purchaser shall use all reasonable efforts to ensure that the term, exercisability (including any Company Options that qualified acceleration of exercisability as a result of this transaction), vesting schedule, repurchase provisions, status as an "incentive stock options option" under Section 422 of the Internal Revenue Code of 19861986 (as amended, as amended (the "Code") ), if applicable, and all of the other terms of the Options in effect immediately prior to the Effective Time continue and after giving effect to so qualify after any acceleration of vesting for such Options as a result of this transaction shall otherwise remain unchanged. Axent acknowledges that the Effective Time. Purchaser shall take all corporate action necessary unvested Options are subject to reserve for issuance a sufficient number automatic acceleration of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent vesting pursuant to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status terms of the prospectus or prospectuses contained therein) for so long Raptor Stock Option Plan and related agreements as any a result of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance consummation of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderthis transaction.

Options. In accordance with the terms of the Company’s 2001 Stock Incentive Plan (a) Except as provided in paragraph (b) below with respect amended prior to the date hereof, the “Company's 1996 Employee ’s Stock Purchase Option Plan, as amended (the "Company ESPP"”), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"i) prior to the Effective Time continue the Company will elect to so qualify after cause all of the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser options granted under the Company’s Stock for delivery upon Option Plan that are outstanding (each an “Option” and collectively, the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection “Options,” and together with the purchase Common Stock sometimes referred to in this Agreement as the “Company Securities”) and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent unvested to become fully vested immediately prior to the Effective Time, (ii) the Company shall cause all of the Options that are outstanding immediately prior to the Effective Time to be canceled immediately prior to the Effective Time and shall maintain terminate the effectiveness Company’s Stock Option Plan as of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser and (iii) subject to the transfers and reductions provided for in Section 2.6, each holder of Options (each an “Optionholder” and collectively the “Optionholders” and together with the Company Stockholders, sometimes referred to in this Agreement as the “Securityholders”) shall qualify under applicable state securities laws be entitled to receive from the issuance Company out of the Payment Fund paid by the Acquiror to the Paying Agent for the benefit of the Securityholders in accordance with Section 2.6(f), in consideration for such cancellation, the Option Price multiplied by the number of shares of Purchaser Common Stock issuable upon exercise of Purchaser Replacement Optionsthe Options held by such Optionholder, minus the aggregate exercise price for the Common Stock issuable upon exercise of the Options held by such Optionholder. Purchaser's Board The holder of Directors record of each Option, the number of shares of Common Stock for which the Options held by such holder are exercisable, and the exercise price thereof, in each case as of the date hereof, is set forth on Schedule 2.3. Any and all amounts payable to or for the benefit of Optionholders pursuant to this Section 2.3 and Section 2.6 shall be subject to the Company’s withholding from such amount any and all applicable withholding Tax, as determined in good faith by the Company. The Company and Acquiror shall take or cause to be taken all actions action necessary so that on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time no Person shall have any option to purchase shares of Common Stock or any other equity interest in the Company pursuant to Purchaser Replacement Options by persons subject outstanding under the Company’s Stock Option Plan. Effective on or prior to the reporting requirements Effective Time, the Company will terminate (A) the provisions of Section 16(a) all other plans, programs, or arrangements of the Securities Exchange Act (as defined below) Company pursuant to be exempt from the application which any Person shall have any right to acquire or participate in changes in value of Section 16(b) equity securities of the Securities Exchange Act, to the extent permitted thereunderCompany and (B) all such rights.

Options. Schedule 2.8 of the Camco Disclosure Schedules (adefined hereafter) Except sets forth all of the Camco stock option plans (“Camco Option Plans”) and all grantees holding unexercised and unexpired options to acquire Camco Common Stock (“Camco Options”) as provided in paragraph of the date of this Agreement (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"“Camco Optionholder”), including the name of each such Camco Optionholder, the date on which each Camco Option was granted, the expiration date of each Camco Option, the price at the Effective Time, which each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Camco Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into exercised under the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Camco Option Plans, the number of shares issuable upon exercise shall be divided of Camco Common Stock subject to each Camco Option and multiplied, respectively, by the Conversion Fraction, and rounded to status of the nearest whole cent Camco Option grant as qualified or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that non-qualified as incentive stock options under Section 422 of the Internal Revenue Code Code. Upon the Effective Date, each Camco Option which is then outstanding shall cease to represent a right to acquire shares of 1986Camco Common Stock and shall be converted automatically into an option to purchase shares of First Place Common Stock, as amended and First Place shall assume each such Camco Option, in accordance with the terms of the Camco Stock Option Plans and stock option or other agreement by which it is evidenced, except that from and after the Effective Time, (i) First Place and the "Code"Compensation Committee of its Board of Directors shall be substituted for Camco and the committee of the Board of Directors of Camco (including, if applicable, the entire Board of Directors of Camco) administering such Camco Option Plans, (ii) each Camco Option assumed by First Place may be exercised solely for shares of First Place Common Stock, (iii) the number of shares of First Place Common Stock subject to such Camco Option shall be equal to the number of shares of Camco Common Stock subject to such Camco Option immediately prior to the Effective Time continue to so qualify after multiplied by the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form Exchange Ratio (as may be necessary in connection with the purchase and sale adjusted), provided that any fractional shares of Purchaser First Place Common Stock contemplated by resulting from such Purchaser Replacement Options subsequent multiplication shall be rounded down to the Effective Timenearest share, and (iv) the per share exercise price under each such Camco Option shall maintain be adjusted by dividing the effectiveness of per share exercise price under each such registration statements Camco Option by the Exchange Ratio (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Timemay be adjusted), Purchaser provided that such exercise price shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject be rounded up to the reporting requirements of Section 16(anearest cent. Notwithstanding clauses (iii) and (iv) of the Securities Exchange Act preceding sentence, (i) each Camco Option shall be adjusted in compliance with Section 409A of the Code, and the regulations promulgated thereunder, and (ii) each Camco Option which is an “incentive stock option” shall be adjusted as defined below) required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to be exempt from constitute a modification, extension or renewal of the application option within the meaning of Section 16(b424(h) of the Securities Exchange Act, Code. First Place and Camco agree to take all necessary steps to effect the extent permitted thereunderforegoing provisions of this Section 2.8.

Options. (aAll outstanding RedChip Options as of the date of this Agreement are set forth on Schedule 2.6(c) attached hereto. Each outstanding RedChip Option granted under the RedChip Stock Option Plan shall, in accordance with the terms of the RedChip Stock Option Plan, at the Effective Time, become fully vested and exercisable at the exercise price and for the number of shares of RedChip Stock set forth in the respective RedChip Stock Option Agreements under which they were granted. Any shares of RedChip Stock for which such RedChip Options are exercised prior to the Effective Time shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if certificates evidencing such RedChip Stock have not been issued by RedChip and, at the Effective Time, such shares of RedChip Stock shall be converted into Merger Shares in accordance with Section 2.6 hereof, subject to the provisions of Section 2.6(h) hereof, related to fractional shares. Except to the extent exercised prior to the Effective Time as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP")foregoing sentence, at the Effective Time, each then outstanding RedChip Option shall terminate and unexercised option (shall cease to represent the "Company Options") exercisable for right to acquire shares of Company Stock RedChip Stock. FRT shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause grant to each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company RedChip Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company who did not exercise his or her RedChip Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after (and which were terminated at the Effective Time. Purchaser shall take all corporate action necessary ) options (the "Substitute Options") to reserve for issuance a sufficient purchase the number of shares of Purchaser FRT Stock for delivery upon as the exercise holder of Purchaser Replacement such RedChip Options after would have been entitled to receive pursuant to the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary Merger had such holder exercised such RedChip Options in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent full immediately prior to the Effective Time, and shall maintain at a price per share equal to the effectiveness result of multiplying the per share exercise price of such registration statements RedChip Option by the Exchange Ratio (and maintain rounded to the current status of the prospectus or prospectuses contained thereinnearest full cent). The Substitute Options shall vest as follows: (i) for so long as any of the Purchaser Replacement RedChip Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser which were vested immediately prior to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject (without regard to the reporting acceleration of vesting due to the Merger), the Substitute Options shall be immediately exercisable at the time of grant and (ii) for the RedChip Options which were unvested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall vest over the shorter period of (x) the two year period beginning at the Effective Time and (y) the vesting schedule of the original RedChip Options (without regard to any acceleration thereof). Notwithstanding the foregoing, the number of and the per share exercise price of each RedChip Option which is an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 16(a) 424 of the Securities Exchange Act (Code, as defined below) necessary in order for such RedChip Option to be exempt from the application an "incentive stock option." Accordingly, with respect to any incentive stock options, fractional shares of Section 16(b) of the Securities Exchange Act, FRT Stock shall be rounded down to the extent permitted thereundernearest whole number of shares and, where necessary, the per share exercise price shall be rounded up to the nearest cent.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then option to purchase a share of the Company Common Stock (an "Option" and, collectively, the "Options") outstanding and unexercised option as of the Effective Time granted pursuant to the 1985 Incentive Stock Option Plan, the 1985 Non-Qualified Stock Option Plan, the 1995 Long Term Incentive Stock Plan, any other equity-based plans or agreements of or with the Company, any of its Subsidiaries or SRH providing for the granting of options with respect to Company Common Stock (collectively, the "Company OptionsStock Option Plans") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multipliedcanceled, respectively, by the Conversion Fractionwhether or not then exercisable or vested, and rounded shall represent the right to receive the nearest whole cent or number, respectivelyfollowing consideration in settlement thereof. Purchaser shall use all reasonable efforts With respect to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986Option which is, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file vested, the Successor Corporation (or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary any trust that is adopted in connection with the purchase and sale of Purchaser any such Company Stock contemplated by such Purchaser Replacement Options subsequent Option Plan) shall pay to the Effective Timeoptionholder thereof the excess, and shall maintain the effectiveness of such registration statements (and maintain the current status if any, of the prospectus or prospectuses contained thereinMerger Consideration over such Option's exercise price (the "Option Spread") for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time. With respect to any Option which is not, Purchaser as of the Effective Time, vested, the Successor Corporation (or any trust that is adopted in connection with any such Company Stock Option Plan) shall qualify under applicable state securities laws pay to the issuance optionholder thereof the Option Spread as soon as practicable after the date when (but only if) such Option would otherwise have vested had such Option not been canceled pursuant hereto; provided, however, with respect to any optionholder whose employment is terminated without cause by the Successor Corporation or any of its Subsidiaries while such Option would have been outstanding had it not been canceled pursuant hereto, such Option shall be deemed to vest on the date of such shares termination. At the Effective Time, each option to purchase a share of Purchaser the SRH Common Stock issuable upon (as defined in Section 4.2) (a "SRH Option" and, collectively, the "SRH Options") outstanding and unexercised as of the Effective Time granted pursuant to the 1989 Stock Option Plan, any other equity-based plans or agreements of or with SRH or any of its Subsidiaries providing for the granting of options with respect to SRH Common Stock (collectively, the "SRH Stock Option Plans") shall be canceled, whether or not then exercisable or vested, and shall represent the right to receive the following consideration in settlement thereof. With respect to any SRH Option which is, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the excess, if any, of the Merger Consideration over such SRH Option's exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on price (the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock "SRH Option Spread") as soon as practicable after the Effective Time Time. With respect to any SRH Option which is not, as of the Effective Time, vested, SRH (or any trust that is adopted in connection with any such SRH Stock Option Plan) shall pay to the optionholder thereof the SRH Option Spread as soon as practicable after the date when (but only if) such SRH Option would otherwise have vested had such SRH Option not been canceled pursuant hereto; provided, however, with respect to any optionholder whose employment is terminated without cause by SRH or any of its Subsidiaries while such SRH Option would have been outstanding had it not been canceled pursuant hereto, such SRH Option shall be deemed to vest on the date of such termination. Notwithstanding the foregoing, no optionholder shall be entitled to any payment hereunder unless he or she delivers to Parent a consent to the cancellation of the Option or SRH Option (as the case may be) in a form to be prescribed by Parent. All payments made pursuant to Purchaser Replacement Options this Section 1.6 shall be reduced by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderall applicable withholding taxes and other similar charges.

Options. (a) Except The Company shall take all reasonable commercial actions necessary to provide that all then outstanding options to acquire Shares (the “Company Options”) granted under the Company’s stock option plans referred to in Section 2.14 of the Company Disclosure Letter (as provided hereinafter defined), each as amended (collectively, the “Company Option Plans”), whether or not then exercisable or vested, shall become fully exercisable and vested no later than immediately prior to the Closing. The Company shall take all reasonable commercial actions to enable each holder of Company Options to exercise his or her Company Options so as to permit the holder of Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be delivered to each Non-Executive Optionholder (as hereinafter defined) shall include separate provisions pursuant to which each person holding any Company Options (other than the members of the Company’s Board of Directors and the Company’s executive officers) (such persons are hereinafter collectively referred to as the “Non-Executive Optionholders”) may elect to (i) exercise, against delivery to the Company of an undertaking to pay the Aggregate Exercise Price (as hereinafter defined) no later than the Closing Date, and otherwise on the terms set forth in paragraph this Section 1.6(a), any and all Company Options held by such Non-Executive Optionholder, such election to become effective no later than immediately prior to the Closing Date and (bii) below tender into the Offer any Shares received upon the exercise of such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options in accordance with the preceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the Company) regarding payment and remittance of the aggregate proceeds (with respect to each Non-Executive Optionholder, the “Aggregate Proceeds”) to which such Non-Executive Optionholder shall be entitled with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which Shares underlying all such Company Options were grantedvalidly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (x) except that the exercise price and the number of shares issuable upon exercise there shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded remitted to the nearest whole cent or numberCompany such Aggregate Proceeds, respectively. Purchaser shall use all reasonable efforts to ensure that any (y) the Company Options that qualified as incentive stock options under Section 422 retain, in satisfaction of the Internal Revenue Code undertaking of 1986such Non-Executive Optionholder, as amended (the "Code") prior aggregate exercise price, plus interest, if necessary, payable to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery Company upon the exercise of Purchaser Replacement such Company Options after (with respect to each Non-Executive Optionholder, the Effective Time“Aggregate Exercise Price”) and (z) the Company remit to the subsidiary of the Company employing such Non-Executive Optionholder (the “Employing Subsidiary”) an aggregate amount equal to the difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the difference between (A) and (B) is hereinafter referred to as the “Net Amount”). Promptly after following receipt of the Effective TimeNet Amount, Purchaser the Employing Subsidiary shall file or cause remit and pay to the Non-Executive Optionholder such amount, net of any applicable taxes payable by such Non-Executive Optionholder (which taxes are required to be filed all registration statements withheld or otherwise paid by the Employing Subsidiary on Form S-8 or other appropriate form as may be necessary behalf of such Non-Executive Optionholder) in connection with the Purchaser’s purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain Non-Executive Optionholder’s Shares in the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderOffer.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "each, a “Company Options"Option”) exercisable for to purchase shares of Company Common Stock that is outstanding immediately prior to the Effective Time shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of cease to represent a Company Option right to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for acquire shares of Purchaser Company Common Stock and shall be automatically converted into an option to acquire shares of Parent Class A Stock ("Purchaser Replacement Options") having a “Parent Merger Option”), on the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference any vesting or forfeiture provisions or repurchase rights, but taking into the agreements evidencing the Company Options account any acceleration thereof pursuant to the existing terms of the relevant equity plans of the Company or arrangements pursuant to which applicable award agreement by reason of the transactions contemplated hereby) as were applicable under such Company Options were grantedOption as of immediately prior to the Effective Time, subject to adjustment as provided in this Section 1.11. The number of shares of Parent Class A Stock subject to the Parent Merger Option into which a Company Option is converted shall be equal to (i) except that the exercise price and the number of shares issuable upon exercise shall be divided and multipliedof Company Common Stock subject to the Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, respectivelyrounded down, by the Conversion Fractionif necessary, and rounded to the nearest whole cent or numbershare of Parent Class A Stock, respectively. Purchaser and such Parent Merger Option shall use all reasonable efforts have an exercise price per full share of Parent Class A Stock equal to ensure (A) the exercise price of the Company Option per share of Company Common Stock divided by (B) the Exchange Ratio, rounded up, if necessary, to the nearest whole cent; provided, that (1) in the case of any Company Options that qualified Option to which Section 421 of the Code applies as incentive stock options of the Effective Time by reason of its qualification under Section 422 of the Internal Revenue Code Code, the exercise price, the number of 1986shares of Parent Class A Stock subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code; and (2) the exercise price, as amended (the "number of shares of Parent Class A Stock subject to, and the terms and conditions of exercise of each Parent Merger Option shall also be determined in a manner consistent with the requirements of Section 409A of the Code") . At or prior to the Effective Time continue to so qualify after the Effective Time. Purchaser , Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Parent Class A Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective TimeParent Merger Options. Promptly As soon as practicable after the Effective Time, Purchaser Parent shall file or cause to be filed all a registration statements statement on Form S-8 (or any successor or other appropriate form as may be necessary in connection forms), with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent respect to the Effective Time, shares of Parent Class A Stock subject to such options and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statements statement (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder such options remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options"each, a “Premier Stock Option”) exercisable for to purchase shares of Company Premier Common Stock under any and all plans of Premier under which stock options have been granted and are outstanding (collectively, the “Premier Stock Plans”) shall become fully vested vest pursuant to the terms thereof and exercisable shall be converted into an option (by virtue of their termseach, a “Replacement Option”) and Purchaser shall cause each holder of a Company Option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options were applicable under such Premier Stock Option (including such terms and conditions other than any requirement that an option be exercised within a specific time period after termination of employment or cessation of service as may a non-employee director which requirement shall be incorporated waived or deleted from each option by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and amendment thereto), the number of shares issuable upon exercise of United Common Stock equal to (a) the number of shares of Premier Common Stock subject to the Premier Stock Option, multiplied by (b) the Exchange Ratio. Such product shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number. The exercise price per share (rounded to the nearest whole cent) of each Replacement Option shall equal (y) the exercise price per share for the shares of Premier Common Stock which were purchasable pursuant to such Premier Stock Option divided by (z) the Exchange Ratio. Notwithstanding the foregoing, respectively. Purchaser shall use all reasonable efforts each Premier Stock Option which is intended to ensure that any Company Options that qualified as be an “incentive stock options under option” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Premier shall maintain use its reasonable best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the effectiveness of such registration statements (and maintain Premier Stock Plans to permit the current status replacement of the prospectus outstanding Premier Stock Options by United pursuant to this Section and to permit United to assume the Premier Stock Plans. Premier shall further take all action necessary to amend the Premier Stock Plans to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunder following the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser United shall qualify under applicable state securities laws assume the issuance Premier Stock Plans; provided, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that United shall have no obligation with respect to any awards under the Premier Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Premier Stock Plans.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Parent Common Stock shall become fully vested (“Parent Stock Option”) outstanding under Parent’s 2012 Stock Incentive Plan, as amended, and exercisable (by virtue of their terms) Parent’s Amended and Purchaser shall cause each holder of a Company Restated 2002 Stock Option Plan, as amended, immediately prior to receivethe Effective Time shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereofof such Parent Stock Option, be automatically terminated by Parent. Following the Effective Time, the Company shall issue replacement options exercisable for to purchase shares of Purchaser Common Stock pursuant to the Company’s 2014 Stock Incentive Plan, a copy of which is attached hereto as Exhibit D, to each holder of Parent Stock Options cancelled pursuant to this Section 3.3 ("Purchaser each, a “Replacement Options") having Option”). To the extent that they replace Parent Stock Options which qualify as “incentive stock options” under the Code, each Replacement Option will be intended to qualify as an “incentive stock option” under the Code (although the Company makes no representation and warranty whatsoever that such options will so qualify). Each Replacement Option shall be subject to the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) applicable Parent Stock Option it replaced, except that the exercise price and the number of shares issuable upon exercise each such Replacement Option shall be divided and multiplied, respectively, by the Conversion Fractionexercisable for, and rounded represent the right to the nearest whole cent or numberpurchase, respectivelyshares of Common Stock. Purchaser The Company shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon the exercise of Purchaser the Replacement Options after granted in accordance with this Section 3.3. Each Replacement Option shall vest on the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection same schedule (with the purchase same vesting start date) and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary terminate on the part of Purchaser to enable same expiration date and have the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser same exercise price as the applicable Parent Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderOption it replaced.

Options. (a) Except as provided in paragraph (b) below with respect Prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall take any actions necessary, including adopting appropriate resolutions, to provide that, concurrent with the Effective Time: (a) each then outstanding outstanding, unexpired and unexercised option to purchase Company Common Stock (the "“Company Options"”) exercisable for shares granted under the stock plans of the Company or under any individual consultant, employee or director agreement (the “Company Stock Plans”), whether or not then exercisable, conditioned or vested, shall become fully vested vest and exercisable (by virtue of their terms) be deemed to be exercised and Purchaser shall cause cancelled and each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to receive at the Effective Time continue to so qualify (or as soon as practicable thereafter, but in any event no later than three Business Days after the Effective Time. Purchaser shall take all corporate action necessary Closing Date), in consideration of the deemed exercise and cancellation of such Company Option, a payment by the Surviving Corporation (or, at Parent’s option, Parent) in cash (subject to reserve for issuance a sufficient any applicable withholding or other Taxes required to be withheld by applicable Law), without interest, in an amount equal to the product of (x) the total number of shares of Purchaser Company Common Stock for delivery upon subject to such Company Option (assuming such Company Option is fully vested and currently exercisable) and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Purchaser Replacement Company Common Stock subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payments”) and (b) each right of any kind, contingent or accrued, to receive shares of Company Common Stock or benefits measured by the value of a number of shares of Company Common Stock, and each award of any kind consisting of shares of Company Common Stock, granted under Company Stock Plans (including restricted stock, restricted stock units, deferred stock and performance awards), other than Company Options (each, a “Company Stock-Based Award”), whether or not then vested, shall vest on the terms set forth in the applicable Company Stock Plan and related agreements (or, if such Company-Stock Based Awards would not otherwise vest, the Company Board shall cause such Company-Stock Based Awards to vest in accordance with the applicable Company Stock Plan), and shall be cancelled and each beneficiary of a Company Stock-Based Award providing for such beneficiary to receive shares of Company Common Stock shall, in lieu thereof, be entitled to, and shall be paid pursuant to Section 3.2, the Merger Consideration payable pursuant to Section 3.1.1 in respect of such shares of Company Common Stock; provided, however, that the balance of any performance shares granted in 2006 and listed on Appendix A of the Company Disclosure Schedule which have not yet vested at the date of the Closing after giving effect to the Effective Timepro-ration language set forth in the 2006 Performance Share Award Agreement for such grants shall not vest and shall be canceled. Promptly At and after the Effective Time, Purchaser each Company Option and each Company Stock-Based Award shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, cancelled and shall maintain only entitle the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long holder thereof to payment as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions described in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder3.5.

Options. (a) Except as provided in paragraph (b) below with respect Immediately prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each outstanding option to acquire Common Shares held by any Company employee or by any other person (each, an “Option”) granted or assumed under the 1999 Stock Option/Stock Issuance Plan or the 2007 Equity Incentive Plan (collectively, as amended, the “Stock Plans”), whether or not then outstanding exercisable, shall be cancelled by the Company, and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise thereof shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded entitled to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified receive as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time from the Parent following the Merger in consideration for such cancellation an amount in cash equal to the product of (a) the number of Common Shares previously subject to each such Option and (b) the excess, if any, of the Merger Consideration Per Common Share over the exercise price per Common Share previously subject to such Option (collectively, the “Option Consideration”) (it being understood that if any such exercise price exceeds the Merger Consideration Per Common Share, the amount payable in respect of such Option shall be zero), reduced by the amount of any withholding or other Taxes required by Law to be withheld; it being understood that with respect to an Option held by a person whose employment by the Company was terminated prior to the Effective Time, Purchaser consideration shall qualify under applicable state securities laws only be paid with respect to the issuance portion of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser Option that was outstanding immediately prior to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant and was vested as of the time such person’s employment relationship with the Company terminated. The Company shall use such procedures as it deems necessary and consistent with the terms of the respective Stock Plan to Purchaser Replacement Options by persons implement the provisions contemplated herein. Immediately prior to the Effective Time, the Company shall deposit in a bank account an amount of cash, if any, equal to the Option Consideration for the payment of any options that are eligible for Option Consideration (subject to any applicable withholding Tax), together with instructions that such cash be promptly distributed following the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, Effective Time to the extent permitted thereunderholders of such options that are eligible for Option Consideration in accordance with this Section 3.4.

Options. (a) Except as provided in paragraph (b) below with respect Conectiv shall take all action reasonably necessary so that, immediately prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised stock option (issued under the "Company Options") exercisable for shares of Company Conectiv Stock Option Plan shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue as of the Merger Effective Time and without any action on shall, at the part election of the holder thereof, options exercisable be either (i) canceled and the holder thereof shall be entitled to receive at the Effective Time from Conectiv or as soon as practicable thereafter (but in no event later than 10 days after the Effective Time) from HoldCo or Surviving Corporation B in consideration for such stock option an amount in cash equal to (A) the excess, if any, of the Conectiv Common Stock Cash Consideration under Section 1.8(b)(ii) over the exercise price per share previously subject to such stock option, less any required withholding taxes, multiplied by (B) the number of shares of Purchaser Conectiv Common Stock subject to such stock option, or (ii) converted into an option to purchase a number of shares of HoldCo Common Stock (a "Purchaser Replacement OptionsConverted Option") having equal to the same product of the number of shares of Conectiv Common Stock subject to such stock option and the number of shares of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (provided that any fractional share resulting from such multiplication shall be rounded up or down to the nearest whole share). The terms and conditions of the Converted Option shall remain the same as the Company Options (including such terms and conditions as may be incorporated by reference into of the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) related stock option of Conectiv, except that the exercise price and per share of each Converted Option shall equal the exercise price per share of such stock option divided by the number of shares issuable upon of HoldCo Common Stock equal to the Conectiv Common Stock Exchange Ratio under Section 1.8(b)(ii) (provided that such exercise price shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded down to the nearest whole cent or number, respectivelycent). Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser HoldCo shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser HoldCo Common Stock for delivery upon the exercise of Purchaser Replacement the Converted Options. HoldCo shall use its best efforts to cause the registration of the shares of HoldCo Common Stock subject to the Converted Options after to become effective as part of the Effective Time. Promptly after Form S-4, or on the Effective Timesame date as the Form S-4 is declared effective; and, Purchaser thereafter, HoldCo shall file one or cause to be filed all more registration statements on Form S-8 or other appropriate form as may be necessary in connection forms with the purchase and sale respect to shares of Purchaser HoldCo Common Stock contemplated by such Purchaser Replacement Options subsequent subject to the Effective Time, Converted Options and shall use its best efforts to maintain the effectiveness of 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 Purchaser Replacement Converted Options registered thereunder remain outstanding. Conectiv and HoldCo shall take all such steps as may be required to cause the transactions contemplated by this Section 5.6 and any other dispositions of Conectiv equity securities (including derivative securities) or acquisitions of HoldCo equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Conectiv or (ii) at the Effective Time will become a director or officer of HoldCo to become exempt under Rule 16b-3 promulgated under the Exchange Act. As soon as practicable after the Effective Time, Purchaser HoldCo shall qualify under applicable state securities laws deliver or cause to be delivered to each holder of Converted Options an appropriate notice setting forth such holder's rights pursuant to the issuance Conectiv Stock Option Plan and agreements evidencing the grants of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Converted Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject giving effect to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundertransactions hereunder.

Options. Notwithstanding anything contained in the Lease to the contrary, so long as no default shall have occurred and be continuing and all rental payments for the initial term have been paid, Lessee may, at Lessee's option, (ai) Except purchase the Equipment leased pursuant to this Equipment Schedule on an "as provided in paragraph is, where is" basis, without representation or warranty, express or implied, at the end of the Initial Term at a price equal to the Fair Market Value thereof, plus applicable taxes, or (bii) below extend the term of the Initial Term with respect to the Company's 1996 Employee Stock Purchase PlanEquipment leased pursuant to this Equipment Schedule for the Fair Market Rental, as amended (plus applicable taxes, and for a period of time mutually agreeable to Lessor and Lessee. "Fair Market Rental" shall be equal to the monthly rental which could be obtained in an arms-length transaction between an informed and willing lessee and an informed and willing lessor under no compulsion to lease. "Company ESPP")Fair Market Value" shall be equal to the value which would be obtained in an arms-length transaction between an informed and willing buyer and an informed and willing seller under no compulsion to sell, and in such determination, costs of removal of the Equipment from its location of current use shall not be a deduction from such value. If Lessee and Lessor cannot agree on the Fair Market Value thereof, such value shall be determined by appraisal at the Effective Timesole expense of Lessee. Appraisal shall be a procedure whereby two recognized independent appraisers, each then outstanding one chosen by Lessee and unexercised one by Lessor, shall mutually agree upon the amount in question. If the appraisers are unable to agree upon the amount in question, a third recognized independent appraisers' evaluation shall be binding and conclusive on Lessee and Lessor. This purchase or extension option as applicable shall only be available if Lessee gives Lessor ninety (the "Company Options"90) exercisable for shares days prior written notice of Company Stock Lessee's irrevocable intent to exercise such option and Lessor and Lessee shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option have agreed to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same all terms and conditions as the Company Options (including of such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans purchase or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") extension prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status expiration date of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderInitial Term.

Options. (a) Except as provided in paragraph (b) below with respect to Subject the Companyterms of Purchaser's 1996 Employee Stock Purchase Plan, as amended stock option plan (the "Company ESPPPlan"), at effective as of the Effective Timedate hereof, each then outstanding and unexercised option the Executive shall be granted options (the "Company Options") exercisable for to purchase Fifty Thousand (50,000) shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive common stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding("Option Shares") at an exercise price per share equal to the average of the last reported trade on the OTC Bulletin Board for the ten (10) trading days immediately preceding the date hereof. As soon as practicable after Such options shall vest in twenty-four equal monthly installments commencing September 1, 2005 or, if sooner, upon any sale or other disposition of all or substantially all of the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board assets, or upon a merger, consolidation, reorganization or other similar transaction resulting in a change of Directors shall take all actions necessary on control of the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Purchaser's business. Any unvested Options and subsequent transactions in Purchaser Stock after any vested but unexercised Options shall automatically become null and void and shall automatically terminate upon the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements termination of Section 16(a) of the Securities Exchange Act Executive's employment hereunder for Cause (as defined below) or upon Executive's voluntary termination of his employment hereunder. Upon the termination of Executive's employment due to death or Disability (as defined below), any unvested Options shall automatically become null and void and shall terminate and any vested and unexercised Options shall be exempt from exercisable for a period not less than ninety (90) days following the application date of Section 16(b) termination of employment. Upon the termination of Executive's employment hereunder without Cause or due to the Company's non-renewal of this Agreement upon expiration of the Securities Exchange Actoriginal one-year Term, Executive's Options shall nonetheless continue to vest and become exercisable in accordance with the extent permitted thereunderforgoing 24-month schedule. Other terms shall be as set forth in the Purchaser's stock option plan or related grant letter being delivered to Executive on the date hereof ("Grant Letter"). In the event of any conflict between the terms and provisions of this Agreement and those of the Grant Letter or the Plan, the terms of the Grant Letter shall govern and be controlling. Provided that Executive is then employed by the Company, additional stock options may be granted to Executive at the end of each calendar year of employment based on the success of the Company's business in accordance with criteria established by, and at the sole discretion of, the Chief Executive Officer of the Purchaser, as approved by the Board of Directors of the Purchaser.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each option to acquire Consumers Common Shares which is then outstanding outstanding, whether or not exercisable, shall cease to represent a right to acquire Consumers Common Shares and unexercised shall be converted automatically into an option (to purchase PSC Common Shares, and PSC shall assume each such option, in accordance with the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue terms of the Merger applicable Consumers stock option plan and without any action on stock option agreement by which it is evidenced, except that from and after the part Effective Time, (i) PSC and the PSC Board of Directors shall be substituted for Consumers and the holder thereofConsumers Board of Directors in administering such plan, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options"ii) having the same terms and conditions as the Company Options (including such terms and conditions as each Consumers option assumed by PSC may be incorporated by reference into exercised solely for PSC Common Shares, (iii) the agreements evidencing the Company Options pursuant number of PSC Common Shares subject to the plans or arrangements pursuant such Consumers options shall be equal to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded of Consumers Common Shares subject to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") such option immediately prior to the Effective Time continue multiplied by the Exchange Ratio, provided that any fractional shares of PSC Common Shares resulting from such multiplication shall be rounded down to the nearest share, and (iv) the per share exercise price under each such option shall be adjusted by dividing the per share exercise price under each such option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Consumers option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so qualify after as not to constitute a modification, extension or renewal of the Effective Timeoption within the meaning of Section 424(h) of the Code. Purchaser shall Consumers and PSC agree to take all corporate action necessary steps to reserve for issuance a sufficient number effect the foregoing provisions of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Timethis Section 1.9.4. Promptly Within thirty (30) calendar days after the Effective Time, Purchaser PSC shall file or cause to be filed all a registration statements statement on Form S-8 S-3 or Form S-8, as the case may be (or any successor or other appropriate form as may be necessary in connection forms), with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent respect to the Effective Time, PSC Common Shares subject to the options referred to in this Section 1.9.4 and shall maintain the effectiveness of such registration statements (and use its reasonable efforts to maintain the current status of the prospectus or prospectuses contained therein) therein for so long as any such options remain outstanding in the case of a Form S-8 or, in the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after case of a Form S-3, until the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of such options may be sold without a further holding period under Rule 144 under the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion FractionExchange Ratio, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except All options to purchase shares of Company Common Stock ("Company Options"), and all options to purchase shares of Parent Common Stock ("Parent Options"), outstanding at the Effective Time under any stock option plan or other arrangement of the Company shall remain outstanding following the Effective Time. Prior to the Effective Time, the Company shall take all action necessary with respect to each of its stock option plans or other arrangements pursuant to which Company Options will be outstanding immediately prior to the Effective Time such that as of the Effective Time (i) each Company Option shall entitle the holder thereof to purchase such number of shares of Parent Common Stock as is equal to the product of (x) the number of shares of Company Common Stock subject to such option immediately prior to the Effective Time and (y) the Exchange Ratio (whether or not the Applicable Transaction is the Parent Merger) and (ii) the exercise price per share of Parent Common Stock subject to any such Company Option as of and after the Effective Time shall be equal to (x) the exercise price per share of the Company Common Stock subject to such Company Option immediately prior to the Effective Time divided by (y) the Exchange Ratio (whether or not the Applicable Transaction is the Parent Merger). As of the Effective Time, Parent shall assume all obligations of the Company in respect of outstanding Company Options. (b) Notwithstanding the foregoing, the number of shares of Parent Common Stock deliverable upon exercise of each Company Option at and after the Effective Time as contemplated by paragraph (a) above shall be rounded, if necessary, to the nearest whole share of Parent Common Stock, and the exercise price with respect thereto shall be rounded, if necessary, to the nearest one one-hundredth of a cent (it being understood that all options exercisable at the same price and granted on the same date to the same individual shall be aggregated for this purpose). Other than as provided in paragraph (a) above and in the prior sentence of this paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan), as amended (the "Company ESPP"), at of and after the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option shall be subject to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as in effect immediately prior to the Effective Time, but giving effect to the Applicable Transaction. (c) As soon as practicable after the Effective Time, Parent shall deliver (i) to the holders of Company Options which become fully vested and exercisable by virtue of the Applicable Transaction a notice stating that by virtue of the Applicable Transaction and pursuant to the terms of the relevant Company Employee Plan (including as defined in Section 3.10(a)) such terms Company Options have become fully vested and conditions as may be incorporated by reference into exercisable and (ii) to the holders of all Company Options a notice stating that the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which grants of such Company Options were granted) except that shall continue in effect on the exercise price same terms and conditions (subject to the adjustments, if any, required by this Section 2.7 after giving effect to the transactions contemplated hereby and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 terms of the Internal Revenue Code of 1986, as amended relevant Company Employee Plan). (the "Code"d) prior to the Effective Time continue to so qualify after the Effective Time. Purchaser Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Parent Common Stock for delivery upon the exercise of Purchaser Replacement Company Options after and shall use reasonable best efforts to ensure that such shares are listed on the Effective TimeNYSE upon issuance. Promptly As soon as practicable after the Effective Time, Purchaser Parent shall file or cause to be filed all with the SEC a registration statements statement on Form S-8 of the SEC (if available) (or any successor or other appropriate form as may be necessary in connection form) with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent respect to the Effective Time, shares of Parent Common A-14 16 Stock issuable upon the exercise of such options and shall use reasonable best efforts to maintain the effectiveness of such registration statements (statement, and to maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding, until all such options have been exercised, expired or forfeited. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.2.8

Options. Immediately prior to the Closing, each option to purchase common stock of Holdings, whether vested or unvested (each, an “Option”), shall be cancelled and terminated pursuant to the terms of the option termination agreements (“Option Termination Agreements”) to be delivered by the holders of such Options (“Option Holders”) to Holdings on or prior to the Closing Date. As further provided in such Option Termination Agreements, each such cancelled Option shall be converted into the right of each holder thereof to receive, for each share of Common Stock issuable under an Option, and subject to all applicable tax withholdings, an amount equal to the excess, if any, of (a) Except the Per Share Common Closing Payment, less (b) the exercise price payable in respect of such share of Holdings common stock issuable under such Option, plus if and when payable after the Closing, an amount equal to such Option Holder’s pro rata share of the amount held in the Indemnification Escrow Account, any Post-Closing Working Capital Adjustment (as provided in paragraph Section 3.4) and any payments in respect of the Closing Date Tax Benefits and Closing Cash. Such amount (b) below with respect other than any amount to be paid to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue Holders out of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans Escrow Accounts or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase final determination of Closing Working Capital and sale Closing Cash) together with the full amount of Purchaser Stock contemplated the employer portion of any payroll or other withholding taxes payable by such Purchaser Replacement Options subsequent Holdings in connection with the payments to be made to the Effective TimeOption Holders on the Closing Date shall be paid by Purchaser to Holdings for further disbursement, and shall maintain on the effectiveness of such registration statements (and maintain Closing Date to the current status Option Holders and, with respect of the prospectus employer portion of any payroll or prospectuses contained therein) for so long as any of other withholding taxes payable in connection with the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after payments made by Holdings to the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary Option Holders on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange ActClosing Date, to the extent permitted thereunderapplicable Governmental or Regulatory Authorities as required by Applicable Law. The Option Holders are hereby deemed “Sellers” for purposes of indemnification obligations pursuant to this Agreement, and, as such, each Option Holder shall be entitled to its respective Percentage Interest in the Indemnification Escrow Account, the Working Capital Escrow Account any Closing Cash, and any Closing Date Tax Benefits.

Options. (a) Except As of the Employment Termination Date, Employee holds options to purchase the shares of KANA Common Stock identified as provided in paragraph (b) below with respect to “Shares Vested as of Employment Termination Date” on Exhibit A at the Company's 1996 Employee Stock Purchase Plan, as amended applicable purchase Price identified on Exhibit A (the "Company ESPP"“Options”). According to KANA’s stock option plans, all further vesting would normally cease on the Employment Termination Date. However, in exchange for your release of claims set forth below, KANA will request that its Board of Directors and/or Compensation Committee approve a change in vesting. As a result, at the Effective TimeEmployment Termination Date, each then outstanding and unexercised option the shares identified as Accelerated Options will become vested (the "Company “Vested Options"”) exercisable for shares as of Company Stock shall become fully the Employment Termination Date. The Vested Options represent an additional vesting of five (5) months (to February 6, 2006). Solely the Options and Vested Options will be vested and exercisable by Employee. The delay in KANA filing its Annual Report of Form 10-K for FY 2004, as well as the delay in filing its Quarterly Report on Form 10-Q for the first quarter of FY 2005, KANA is currently unable to allow option exercises. KANA’s ability to allow option exercises may be further delayed should KANA be delayed in filing its Form 10-Q for X0 0000. However, Employee will have a full ninety (by virtue of their terms90) days from the date on which KANA becomes authorized (subject to regulatory laws) to allow option exercises (“Exercise Window”) to exercise Employee’s Options (to the extent vested) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger Vested Options. Employee understands and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except agrees that the exercise price and the number of shares issuable upon exercise this vesting schedule shall be divided and multiplied, respectively, approved by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on and/or Compensation Committee following the part revocation period in Section 18 and only if Employee does not revoke this Agreement. This Agreement is made by KANA solely in exchange for the release of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options claims set forth below and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject Employee is not otherwise entitled to the reporting requirements of Section 16(a) change in vesting by KANA. Notwithstanding any language to the contrary in this Agreement, any stock option plan or stock option agreement, Employee shall have until the later of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) expiration date of the Securities Exchange ActExercise Window or May 5, 2006 to exercise the extent permitted thereunderOptions or Vested Options.

Options. No options or other rights (aexcluding for purposes of this Section 3.03 Company Warrants) Except as provided in paragraph to purchase Common Stock (b) below with respect collectively, “Options”), including without limitation any Options granted under the Company’s Management Equity Incentive Plan (the “Company Plan”), shall be assumed by Parent. Each Company Option shall become fully vested immediately prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at Effective Time. At the Effective Time, each then Option outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant immediately prior to the plans or arrangements pursuant Effective Time shall be cancelled for cash and Parent Common Stock having a value (as determined below) equal to which such Company Options were grantedthe product of (A) except that the excess of (i) the Hypothetical Value of Merger Consideration Per Share over (ii) the exercise price per share of Common Stock provided in the Option and (B) the number of shares of Common Stock which were issuable upon exercise of the Option immediately prior to the Effective Time (an “Option Payment”). The cash portion of the Option Payment shall be divided equal to the product of the Cash Percentage and multiplied, respectively, the Option Payment. The cash portion of the Option Payment shall be subject to Withholdings and shall be reduced by the Conversion Fractionproduct of (i) the number of shares which were issuable upon exercise of the Option immediately prior to the Effective Time and (ii) the aggregate amounts payable by Parent to the Representative pursuant to Section 3.05(b)(i) divided by the number of Fully Diluted Company Shares. The portion of the Option Payment payable in shares of Parent Common Stock shall be equal to the product of the Stock Percentage and the Option Payment (the “Stock Portion”). The number of shares of Parent Common Stock in the Stock Portion shall be obtained by dividing the Stock Portion by the Parent Common Stock Closing Price. (No fraction of a share of Parent Common Stock will be issued, and but in lieu thereof each holder of Options who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder of Options) shall receive from Parent an amount of cash (rounded to the nearest whole cent or numbercent) equal to the product of (i) such fraction multiplied by (ii) the Parent Common Stock Closing Price.) The amounts payable hereunder shall be made as promptly as reasonably practicable hereunder and the right to receive cash in respect of Options may be assigned by the holder of Options to satisfy any withholding tax obligations. In addition, respectively. Purchaser the holder of each Option shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 receive one Representative Share for each share of Common Stock which was issuable upon exercise of the Internal Revenue Code of 1986, as amended (the "Code") Option immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. Xxxxxx shall release and forfeit all of the option rights afforded to him under the Xxxxxx Agreement and in exchange thereof, MyGO shall cause to be issued to Xxxxxx options granting Xxxxxx the right to purchase One Million Two Hundred Fifty Thousand (a1,250,000) Except as provided in paragraph shares of common stock of MyGO Games Holding Co. (b“Retained Options”). The Retained Options shall have a strike/exercise price of five cents ($.05) below with respect per share and shall be fully vested and immediately exercisable for a term of three (3) years from the date of issuance thereof, subject to applicable waiting periods prescribed by the Company's 1996 Employee Stock Purchase PlanUnited States Securities Act of 1933, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms“Securities Act”) and Purchaser shall cause each holder of a Company Option any applicable state securities laws.. The Retained Options will be issued to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options Xxxxxx pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D under the plans or arrangements Securities Act and pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that similar exemptions from any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws on the issuance basis of such Xxxxxx’x representation to MyGO Games Holding Co. that Xxxxxx is currently an “accredited investor” who satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the Securities Act. Xxxxxx acknowledges that (i) the Retained Options and the shares of Purchaser Stock common stock issuable upon exercise thereof have not been registered under the Securities Act or any applicable state securities laws and shall be “restricted securities” within the meaning of Purchaser Replacement Options. Purchaser's Board Rule 144 under the Securities Act; (ii) that the Retained Options cannot be exercised by Xxxxxx unless at the time of Directors shall take all actions necessary on exercise there is an exemption from the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting registration requirements of Section 16(a) of the Securities Exchange Act and any applicable state securities laws and, if required by the transfer agent, Xxxxxx has provided to the transfer agent of MyGO Games Holding Co. a legal opinion of counsel of recognized standing in form and substance reasonably satisfactory to the transfer agent to such effect and (as defined belowiii) the Retained Options and the shares of common stock cannot be offered, sold, pledged or otherwise transferred, directly or indirectly, except pursuant to be exempt from registration under the application of Section 16(bSecurities Act or pursuant to an available exemption therefrom and in each in accordance with any applicable state securities laws and the certificates representing such securities will bear a legend to this effect. Within fifteen (15) days of the Securities Exchange ActEffective Date, MyGO shall secure all necessary actions and resolutions of the Board as well as provide to Xxxxxx all the extent permitted thereunderapplicable documents and agreements necessary to consummating the granting and issuance of the Retained Options.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then option to purchase shares of the Company Common Stock outstanding and unexercised option as of the Effective Time (the "Company Options") exercisable granted pursuant to the Company's 1997 Stock Option and Stock Award Plan, 1994 Stock Option and Stock Award Plan, 1991 Stock Option and Stock Award Plan, 1985 Stock Option and Stock Award Plan, as amended, the Alex. Xxxxx Incorporated 1991 Equity Incentive Plan and 1991 Non-Employee Director Equity Plan, and any other equity-based plans of the Company or a Subsidiary providing for shares the granting of options with respect to Company Common Stock (collectively, the "Company Stock Option Plans") shall become fully 100% vested and exercisable (by virtue of their terms) and Purchaser shall cause each immediately exercisable. Each holder of a Company an Option outstanding as of the Effective Time shall be entitled to receive, by virtue and shall be paid in full satisfaction of such Option, a cash payment in an amount in respect thereof equal to the product of (a) the excess of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that Consideration over the exercise price and per share of the Company Common Stock subject to such Option multiplied by (b) the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Company Common Stock subject to such Option immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and less any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Surviving Corporation, such withheld amounts shall maintain be treated for all purposes of this Agreement as having been paid to the effectiveness holder of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstandingOption. As soon as practicable after The Parent requires that prior to the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors of the Company shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after determine that each Option shall be exercisable following the Effective Time pursuant to Purchaser Replacement Options by persons subject to at its then existing option price for the reporting requirements Merger Consideration, less any income or employment tax withholding required under the Code or any provision of state, local or foreign tax law. Each Option, the obligations under which have not been satisfied in accordance with the provisions of this Section 16(a) of 1.6, shall be exercisable following the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange ActEffective Time, to the extent permitted thereunderin accordance with such determination.

Options. (a) Except as provided in paragraph (b) below During your employment with respect the Company and prior to the Company's 1996 Employee date hereof, the Company granted you, from time to time, certain options to purchase such number of shares of its Class A Common Stock Purchase Plan, as amended set forth in Exhibit B attached hereto (the "Company ESPP"“Time Based Options”) pursuant to certain notice of stock options and stock option agreements (each notice and agreement, a “Stock Option Agreement”). If you sign this Agreement and it becomes effective, at the Effective TimeTime Based Options shall continue to vest on the current vesting schedule for the twelve-month period following the Termination Date, each subject to your continuous service and, if you remain in continuous service through the twelve-month anniversary of the Termination Date, then outstanding and unexercised option (all of the "Company Options") exercisable for shares of Company Stock subject to the Time Based Options shall become fully vested and exercisable on such twelve-month anniversary, regardless of whether the applicable time-based vesting requirements have been satisfied as of such date, provided that if your continuous service with the Company is terminated by the Company for any reason (other than Cause by virtue of their terms) the Company as such term is defined in the Plan), the Time Based Options shall immediately become vested in full. In addition, if you sign this Agreement and Purchaser shall cause it becomes effective, then notwithstanding anything to the contrary in the applicable Stock Option Agreements, each holder of a Company Option to receive, by virtue of the Merger Time Based Options shall remain outstanding and without exercisable until the earlier of: (x) the date on which any action on the part of the holder thereofCompany’s outstanding options are terminated in connection with the occurrence of certain corporate transactions, options exercisable for shares as described in the applicable stock plan; (y) the original expiration date applicable to such Time Based Option; and (z) the second (2nd) anniversary of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as date on which your Transition Services with the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant are terminated, and, to the plans or arrangements pursuant extent not exercised in the applicable permitted time, the Time Based Options will expire. In connection with the foregoing, you hereby agree and acknowledge that to which such Company the extent that any of the Time Based Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded intended to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified qualify as “incentive stock options under options” within the meaning of Section 422 422(b) of the Internal Revenue Code of 1986, as amended (the "“Code") prior ”), they will case to do so as of the Effective Time continue to so qualify after the Effective Time. Purchaser shall take date this Agreement becomes effective and they will be treated as non-statutory stock options and all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary applicable federal and state income and employment withholding taxes will apply in connection with the purchase exercise of the options. Further, if you sign this Agreement and sale it becomes effective, you may transfer the Time Based Options to an immediate family member or family-related trusts through a gift pursuant to a form prescribed by the Company, pursuant to which such transferee will agree to be bound by the same terms and conditions of Purchaser the Stock contemplated Option Agreement as if the transferee were a party thereto. In all other respects, all Stock Option Agreements between you and the Company with respect to the Time Based Options will remain in full force and effect, and you agree to remain bound by such Purchaser Replacement Options subsequent Stock Option Agreements. The Company also granted you an option to purchase 1,150,000 shares of its Class A Common Stock on March 4, 2021 (the Effective Time, “Milestone Option”). You further acknowledge and shall maintain the effectiveness of such registration statements (and maintain the current status agree that none of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) Milestone Option will have become vested as of the Securities Exchange Act (Termination Date and that such Milestone Option shall terminate completely as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange ActTermination Date. Xxxxx Xx March 2, to the extent permitted thereunder.2022

Options. The Board shall take all actions necessary or ------- appropriate to cause all options to purchase Company Common Stock (aindividually, a "Company Stock Option" and collectively, the "Company Stock Options") Except as provided in paragraph (b) below with respect granted to any current or former employee or director of the Company or any Subsidiary under any of the Company's 1996 Employee 1982 Incentive Stock Purchase Option Plan, as amended 1992 Stock Option Plan or 1994 Stock Option or Incentive Plan prior to the date hereof (collectively, the "Company ESPPStock Plans"), at ) and that are outstanding immediately prior to the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become Time to be fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option immediately prior to receive, by virtue the Effective Time in accordance with the terms of the Merger Company Stock Plans and without any action on the part individual agreements evidencing such Company Stock Options. Each Company Stock Option that is not exercised prior to the Effective Time shall, subject to the consent of the holder thereof, options exercisable be cancelled at the Effective Time and, in consideration thereof, each holder of such a Company Stock Option will be entitled to receive, for each share of Company Common Stock subject to such Company Stock Option, an amount in cash equal to the excess, if any, of the sum (such sum, the "Aggregate Merger Consideration Value") of (i) $47.75 and the - cash value of 0.5 shares of Purchaser Recapitalized Common Stock, such cash value to be $1.25, representing one half of the per share price paid by the Fund for a share of common stock of MergerCo, over (ii) the per share exercise price for such -- share of Company Common Stock, without interest. Amounts contributed on or prior to March 31, 1998 for the purchase of Company Common Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant terms of the Employee Stock Purchase Plan that have not theretofore been applied to which the purchase of such Company Options were granted) except that Common Stock in accordance with the exercise price and the number terms of shares issuable upon exercise such plan shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded applied to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any purchase of such Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Common Stock immediately prior to the Effective Time continue based on a purchase price per share equal to so qualify after 85% of the lesser of (x) the closing price per share of Company Common Stock on the New York Stock Exchange ("NYSE") on October 1, 1997 and (y) the Aggregate Merger Consideration Value, and the Employee Stock Purchase Plan shall be amended as required by the proviso contained in Section 5.1(d)(ii) and shall be terminated immediately following the consummation of the purchase of Company Common Stock contemplated hereby. Each share of Company Common Stock issued in accordance with the immediately preceding sentence shall be treated in the same manner as each other share of Company Common Stock outstanding at the Effective Time. Purchaser The Company shall take all corporate action necessary use its reasonable best efforts to reserve for issuance a sufficient number obtain prior to the Effective Time any consent of shares current or former employees and/or directors required to effect the cancellation of Purchaser options contemplated hereby. Notwithstanding the foregoing, the Company Stock for delivery upon Options of the exercise of Purchaser Replacement Options individuals listed on Schedule 2.3 (as such Schedule 2.3 may be amended from time to time after the Effective Time. Promptly after date hereof and prior to the Effective TimeTime by MergerCo to include additional employees, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary with the consent of each such additional employee) shall, in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Merger, be treated as set forth on Schedule 2.3. The amounts payable pursuant to this Section 2.3 shall be paid as soon as reasonably practicable following the Effective Time, Closing Date and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons be subject to the reporting requirements and made net of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderall applicable withholding taxes.

Options. Concurrently and as of even date herewith, the Company shall grant to the Executive options or warrants (“Options”) covering 650,000 shares (the “Option Shares”) of the Company’s common stock, $.0001 par value (the “Common Stock”). The Options shall vest in equal monthly installments over the five-year period commencing on the Effective Date (e.g., first monthly vesting will occur on January 1, 2003), subject to the Executive continuing to be employed hereunder at the time specified for vesting, shall be exercisable to the extent then vested and shall be exercisable at an exercise price (“Exercise Price”) per Option Share equal to the fair market value of a share of Common Stock on the date hereof (which, for purposes of this Agreement, shall be deemed to be the greater of average closing price of the Common Stock in the principal market in which it is being traded during the five trading days immediately preceding the date hereof or $.60) and shall expire to the extent not theretofore exercised upon the earliest to occur of (a) Except as provided in paragraph the sixth anniversary of the Effective Date; (b) 90 days following the date of termination of the Executive’s employment for any reason other than those set forth below with respect in this Section 5.3(c) hereof; or (c) immediately in the event of any termination by the Company of the Executive’s employment pursuant to Section 8.1 hereof or 30 days following any termination by the Executive of such employment pursuant to Section 8.3 hereof. The number of Option Shares and the Exercise Price thereof shall be subject to equitable and proportionate adjustment as determined by the Board from time to time to reflect stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events of dilution. The Options will not be exercisable by the Executive unless or except to the Company's 1996 Employee Stock Purchase Planextent that (a) the underlying Option Shares are registered under the Securities Act of 1933, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fractionamended, and rounded to the nearest whole cent registered or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws (collectively, the issuance “Securities Laws”), or (b) in the reasonable opinion of counsel to the Company, exemptions from the registration and qualification provisions of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement OptionsSecurities Laws are applicable to the transaction. Purchaser's The Options will also contain such investment representations by the Executive as may reasonably be requested by the Company’s counsel to insure compliance with applicable Securities Laws. The Options shall be issued pursuant to a stock option plan or stock option agreement approved by the Board of Directors shall take all actions necessary of the Company and will be contained in a separate document in customary form dated as of the Effective Date and executed by the Company and the Executive on the part date hereof or promptly thereafter; and, pending such execution, this Section 5.3 shall be deemed to constitute the grant of Purchaser to enable and contain the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) terms of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.Options. SECTION SIX

Options. (a) Except as provided Prior to issuing any additional shares of New Stock other than upon conversion of any outstanding shares of Stock into another class or series of Stock in paragraph (b) below accordance with respect to the Company's 1996 Employee Certificate of Incorporation), the Company shall provide written notice to the New Investors and CLE specifying the number and the price per share to be paid for such Stock Purchase Plan, as amended (the "Company ESPPPROPOSED ISSUANCE"). The New Investors and CLE shall each have the option, at exercisable within thirty (30) days after receipt by each of them of such notice, to acquire from the Effective TimeCompany an amount of the New Stock equal to the greater of (i) the Protected Number of New Stock for such Stockholder or (ii) an amount of New Stock in an aggregate amount such that after giving effect to such purchase each New Investor and its Permitted Transferees will own the percentage of capital stock set forth on Schedule 9 hereto and CLE and its Permitted Transferees will own twenty percent (20%), each respectively, of the then outstanding existing capital stock of the Company (calculated on a fully diluted, as converted basis). The per share price to be paid by the New Investors and unexercised option CLE for such additional Series A Common Stock shall equal the per share price to be paid in connection with the Proposed Issuance. To the extent one or more of the New Investors or CLE elect not to purchase the full amount of New Stock that they are entitled to purchase pursuant to this Section 9 such Stockholder must provide written notice to the other Stockholders entitled to purchase New Stock pursuant to this Section 9 within thirty (30) days after receipt of the Proposed Issuance. Within ten (10) days of receipt of such additional notice, the other Stockholders who have elected to purchase New Stock pursuant to the Proposed Issuance (the "Company OptionsPARTICIPATING STOCKHOLDERS") exercisable shall be entitled to purchase more New Stock as set forth in a written notice to the Company by such Participating Stockholders (the total aggregate additional amount of New Stock subscribed for by the Participating Stockholders is hereinafter referred to as the "AGGREGATE ADDITIONAL AMOUNT"); provided, however, that to the extent the Aggregate Additional Amount exceeds the amount of New Stock then available for purchase by the New Investors and CLE ("NEW INVESTORS NEW STOCK") pursuant to this Section 9 each of such Stockholders shall be entitled to purchase up to that number of New Investors New Stock in the same proportion as the ratio, as of such date of (i) the total number of shares of Company Common Stock shall become fully outstanding or issuable upon conversion of Convertible Securities or upon exercise of any warrants, vested and exercisable (options or subscription rights then owned by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receivesuch New Investor or CLE, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options case may be, to (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were grantedii) except that the exercise price and the number of shares of all classes of Common Stock then outstanding or then issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent conversion of any Convertible Securities or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take any warrants, vested options or subscription rights then held by all actions necessary on New Investors or CLE, as the part of Purchaser case may be, exercising their right to enable the acquisition of Purchaser purchase New Investors New Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "The Company ESPP")shall use reasonable best efforts so that, at the Effective Time, each then Company Option that is outstanding immediately before the Effective Time and unexercised option held by a Newco Employee or a former employee of the Company or any of its Subsidiaries that is not a Former Part D Employee (the each, a "Company OptionsNewco Option") exercisable for shares of Company Stock shall become fully ), whether or not vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveexercisable, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Newco Option, shall be cancelled and converted at the Effective Time into the right to receive from Newco an amount (such amount, the "Newco Option Payment Amount") that is equal to the product of (x) the excess, if any, of (i) the closing price of a share of Common Stock on the part Applicable Exchange on the last full day of trading immediately prior to the Closing Date (such amount, the "UAM Last Day Closing Price") over (ii) the per share exercise or purchase price of the holder thereofapplicable Newco Option (the "Newco Option Exercise Price"), options exercisable for shares of Purchaser Stock multiplied by ("Purchaser Replacement Options"y) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the aggregate number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code Common Stock in respect of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after such Newco Option immediately before the Effective Time. Purchaser The Newco Option Payment Amount with respect to each holder of a Newco Option shall take all corporate action necessary to reserve for issuance be payable 50% in cash and 50% by delivery of a sufficient number of shares of Purchaser Newco Common Stock for delivery upon equal to the exercise quotient obtained by dividing (A) 50% of Purchaser Replacement Options after the Newco Option Payment Amount by (B) the Implied Newco Common Stock Value as determined pursuant to the next sentence. The "Implied Newco Common Stock Value" shall mean the excess, if any, of (x) the UAM Last Day Closing Price over (y) the Per Share Merger Consideration. For the avoidance of doubt, if the Newco Option Exercise Price of a Newco Option is equal to or exceeds the UAM Last Day Closing Price, such Newco Option shall be cancelled and terminated at the Effective Time. Promptly after Time without payment or consideration therefor and the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness holder of such registration statements (and maintain the current status Newco Option shall have no rights whatsoever with respect thereto. No interest shall be payable in respect of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstandingforegoing amounts." Section 2.2 Amendment to Section 7.07(b). As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements The first sentence of Section 16(a7.07(b) of the Securities Exchange Act (as defined below) to be exempt from Separation Agreement is hereby amended by deleting the application text of Section 16(b) of such sentence in its entirety and replacing it with the Securities Exchange Act, to the extent permitted thereunder.following:

Options. JXX shall receive an option to purchase 100,000 shares common stock of Contango for each Prospect that results in the drilling of an exploration well on such Prospect that is capable of producing oil or gas in paying quantities (aa “successful well”), as well as for each Reserve Acquisition in which Contango has invested with JXX. With respect to Prospects, the options shall vest as follows: 33,333 options shall vest and become exercisable upon the earlier of: (i) Except the test establishing that a successful well has been completed or (ii) the date of first production from such well; 33,333 options shall vest and become exercisable when Prospect Payout has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Prospect equals fifteen percent (15%). With respect to Reserve Acquisitions, the options shall vest as provided follows: 33,333 options shall vest and become exercisable upon closing of the Reserve Acquisition; 33,333 options shall vest and become exercisable when Reserve Acquisition Payout (as hereinafter defined) has occurred; and 33,334 options shall vest and become exercisable when Contango’s return on investment attributable to such Reserve Acquisition equals fifteen percent (15%). The per share exercise price of the options shall be the greater of (i) $1.00 and (ii) the average closing price of Contango common stock on the NASDAQ bulletin board for the 20 trading days prior to logging the successful well in paragraph (b) below the case of Prospects, or prior to the execution of a letter of intent to purchase in the case of a Reserve Acquisition. The term “Reserve Acquisition Payout” shall be defined the same as the term “Prospect Payout,” as set forth in Section 2.3, with the exception that the revenues, the deductions from revenues, and the costs and expenses to be considered shall be those relating to the oil and gas interests acquired in connection with that particular Reserve Acquisition, rather than solely with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectivelyparticular Prospect. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient The number of shares of Purchaser Stock Contango common stock for delivery upon which JXX is entitled to receive an option to purchase and the exercise price of Purchaser Replacement Options after such options are subject to adjustment as provided in Section 2.6. In case of any consolidation with or merger of Contango with or into another person (except for a merger or consolidation in which Contango is the Effective Time. Promptly after continuing entity), or in case of any sale, lease or conveyance to another person of the Effective Timeproperty of Contango as an entirety or substantially as an entirety, Purchaser all options granted under this Section 2.5 shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary vest in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent full prior to the Effective Time, and shall maintain the effectiveness occurrence of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderevent.

Options. The Board shall take all actions necessary or ------- appropriate to cause all options to purchase Company Common Stock (aindividually, a "Company Stock Option" and collectively, the "Company Stock Options") Except as provided in paragraph (b) below with respect granted to any current or former employee or director of the Company or any Subsidiary under any of the Company's 1996 Employee 1982 Incentive Stock Purchase Option Plan, as amended 1992 Stock Option Plan or 1994 Stock Option or Incentive Plan prior to the date hereof (collectively, the "Company ESPPStock Plans"), at ) and that are outstanding immediately prior to the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become Time to be fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option immediately prior to receive, by virtue the Effective Time in accordance with the terms of the Merger Company Stock Plans and without any action on the part individual agreements evidencing such Company Stock Options. Each Company Stock Option that is not exercised prior to the Effective Time shall, subject to the consent of the holder thereof, options exercisable be cancelled at the Effective Time and, in consideration thereof, each holder of such a Company Stock Option will be entitled to receive, for each share of Company Common Stock subject to such Company Stock Option, an amount in cash equal to the excess, if any, of the sum (such sum, the "Aggregate Merger Consideration Value") of (i) $47.75 and the - cash value of 0.5 shares of Purchaser Recapitalized Common Stock, such cash value to be $1.25, representing one half of the per share price paid by the Fund for a share of common stock of MergerCo, over (ii) the per share exercise price for such -- share of Company Common Stock, without interest. Amounts contributed on or prior to March 31, 1998 for the purchase of Company Common Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant terms of the Employee Stock Purchase Plan that have not theretofore been applied to which the purchase of such Company Options were granted) except that Common Stock in accordance with the exercise price and the number terms of shares issuable upon exercise such plan shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded applied to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any purchase of such Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Common Stock immediately prior to the Effective Time continue based on a purchase price per share equal to so qualify after 85% of the lesser of (x) the closing price per share of Company Common - Stock on the New York Stock Exchange ("NYSE") on October 1, 1997 and (y) the - Aggregate Merger Consideration Value, and the Employee Stock Purchase Plan shall be amended as required by the proviso contained in Section 5.1(d)(ii) and shall be terminated immediately following the consummation of the purchase of Company Common Stock contemplated hereby. Each share of Company Common Stock issued in accordance with the immediately preceding sentence shall be treated in the same manner as each other share of Company Common Stock outstanding at the Effective Time. Purchaser The Company shall take all corporate action necessary use its reasonable best efforts to reserve for issuance a sufficient number obtain prior to the Effective Time any consent of shares current or former employees and/or directors required to effect the cancellation of Purchaser options contemplated hereby. Notwithstanding the foregoing, the Company Stock for delivery upon Options of the exercise of Purchaser Replacement Options individuals listed on Schedule 2.3 (as such Schedule 2.3 may be amended from time to time after the Effective Time. Promptly after date hereof and prior to the Effective TimeTime by MergerCo to include additional employees, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary with the consent of each such additional employee) shall, in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Merger, be treated as set forth on Schedule 2.3. The amounts payable pursuant to this Section 2.3 shall be paid as soon as reasonably practicable following the Effective Time, Closing Date and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons be subject to the reporting requirements and made net of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderall applicable withholding taxes.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the any holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may each Option then outstanding, whether or not otherwise exercisable, shall be incorporated by reference converted into the agreements evidencing right to receive the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after Optionholder Merger Consideration at the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as reasonably practicable after the Effective Timedate hereof, the Company shall deliver to each holder of Options an optionholder letter, substantially in the form of Exhibit D attached hereto (the “Optionholder Letter”). Payment to a holder of Options of his or her portion of the Optionholder Merger Consideration under this Agreement shall be subject to and conditioned upon such holder of Options delivery to Purchaser of a properly completed and executed Optionholder Letter, together with all related items required thereby. For each holder of Options who has delivered a properly completed and executed Optionholder Letter, together with all related items required thereby, to Purchaser prior to the Closing, the Optionholder Closing Payment payable to such holder as set forth on the Securityholder Payment Schedule, without interest, will be paid by the Company promptly following the Closing. For any holder of Options who has not delivered a properly completed and executed Optionholder Letter, together with all related items required thereby, to Purchaser prior to the Closing, such holder will be entitled to receive the Optionholder Closing Payment payable to such holder as set forth on the Securityholder Payment Schedule, without interest, promptly following such holder’s delivery to Purchaser of a properly completed and executed Optionholder Letter, together with all related items required thereby. The remaining Optionholder Merger Consideration, if any, shall qualify under applicable state securities laws be payable to the issuance holders of such shares the Options in accordance with, and at the times set forth in, this Agreement, without interest thereon. Prior to the date of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors this Agreement, the Company shall take have taken all actions reasonably necessary on to effect this Section 2.11 under the part Option Plan and all Option Agreements, including obtaining approval by the board of Purchaser directors of the Company or a committee thereof. All amounts payable to enable the acquisition holders of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time respect thereof pursuant to Purchaser Replacement Options by persons this Agreement shall be subject to the reporting requirements of and reduced by any applicable Tax withholding amounts as provided in Section 16(a) 2.16. Any payment of the Securities Exchange Act (as defined below) Optionholder Merger Consideration to be exempt from the application of Section 16(b) any current or former employee of the Securities Exchange Act, Company for which employment Tax withholding is required will be provided to Surviving Company or one of its Affiliates for payment to such current or former employee through the extent permitted thereunderSurviving Company’s (or its Affiliate’s) payroll processing service or system.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, Purchaser shall cause each holder of a then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock (a "Purchaser Replacement OptionsOption") having in a share denomination equal to the same product of: (a) the Exchange Ratio determined pursuant to Section 1.3(a) multiplied by (b) the number of shares of Company Stock purchasable under the Company Option and with an exercise price equal to the quotient of: (a) the exercise price stated in the Company Option divided by (b) the Exchange Ratio. Each Purchaser Option shall contain such other terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into are contained in the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the Options, exclusive of share denomination and exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Timeprice. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Company Options after the Effective Time. Promptly Immediately after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Company Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current current. status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Company Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable issuable, upon exercise of Purchaser Replacement Company Options. Purchaser's Board of Directors Purchaser shall take all use reasonable commercial efforts to cause to be taken any actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement the Company Options held by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph Options to purchase Shares (bcollectively "Options") below with respect to granted by the Company under the Company's 1988 Stock Option Plan, as amended, 1993 Stock Option/Stock Issuance Plan, as amended, or 1996 Employee Stock Purchase Option/Stock Issuance Plan, as amended (collectively, the "Company ESPPOption Plans"), at that remain outstanding immediately prior to the Effective Time, each whether or not then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveexercisable, shall, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for be assumed by Parent and converted so as to entitle the holder thereof to subscribe to, purchase or acquire from Parent the number of shares of Purchaser Parent Common Stock ("Purchaser Replacement Options") having which equals the same terms and conditions as product of the Exchange Ratio times the number of shares of Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant Common Stock subject to the plans or arrangements pursuant Options immediately prior to which such Company Options were granted) except that the Effective Time (rounded to the nearest whole share), at an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock then specified with respect to such Option divided by the Exchange Ratio (rounded to the nearest whole cent); provided, however, in the event of any Option Plan which is an incentive stock option as defined in Section 422 of the Code the aggregate adjusted exercise price of such Option and the number of shares issuable upon exercise to which such Option is exercisable shall be divided computed in compliance in all respects with the requirements of Section 424(a) of the Code, including the requirements that such adjustments not confer on the holder of any Option any additional benefits not currently provided under the Option Plans. Material terms and multiplied, respectively, provisions of each Option as assumed and converted by the Conversion Fraction, and rounded Parent shall be at least as favorable to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified holder thereof as incentive stock options under Section 422 the terms and conditions of the Internal Revenue Code of 1986, as amended (the "Code") Option existing immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and except that there shall maintain be substituted the effectiveness appropriate number of such registration statements (and maintain shares of Parent Common Stock for Company Common Stock at the current status appropriate exercise prices described above, effective as of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon promptly as practicable after the Effective Time, Purchaser Parent shall qualify under applicable state securities laws the issuance issue to each holder of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options an Option a written instrument evidencing its assumption by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderParent.

Options. (a) Except as provided in paragraph (b) below with respect Prior to the Company's 1996 Employee Stock Purchase PlanEffective Time, as amended the Board of the Company (or the "Company ESPP")appropriate committee thereof) shall have adopted resolutions to provide that each Option, whether or not vested or exercisable at the Effective Time, each then and which remains outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, shall be cancelled, extinguished and no longer outstanding and shall maintain cease to represent the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such right to acquire shares of Purchaser Common Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors and in consideration for such cancellation, automatically shall take all actions necessary on be converted into (i) with respect to each Company Share underlying an Option, the part of Purchaser right to enable the acquisition of Purchaser Stockreceive, Purchaser Replacement Options without interest, and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements terms of this Agreement, an amount in cash equal to the excess, if any, of the Closing Per Share Merger Consideration over the exercise price per share attributable to such Option (such amount being hereinafter referred to as the "Per Option Merger Consideration"), it being understood that the Per Option Merger Consideration with respect to Options other than In-the-Money Options will be zero; (ii) with respect to holders of In-the-Money Options, the Pro Rata Portion of any Escrow Amount that may be payable in respect of the Company Shares underlying such Options as a result of the release of any then-remaining Escrow Amount pursuant to the Escrow Agreement and Sections 2.12 and 9.4 of this Agreement; and (iii) with respect to holders of In-the-Money Options, the Pro Rata Portion of any Representative Reimbursement Amount that may be payable in respect of the Company Shares underlying such Options as a result of the release of any then-remaining Representative Reimbursement Amount pursuant to the terms and conditions of Section 16(a) 8.2 hereof. Payments of the Securities Exchange Act (as defined below) to Per Option Merger Consideration and the Pro Rata Portion of any Escrow Amount and the Pro Rata Portion of any Representative Reimbursement Amount, in each case, in respect of Options shall be exempt from made by the application of Section 16(b) of the Securities Exchange Act, Payments Administrator to the extent permitted thereunderCompany for further distribution to the applicable holders of Options through the Company's payroll system in accordance with its normal payroll procedures.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Signet Common Stock under the Signet Stock Plans (each, a "Signet Stock Option"), whether vested or unvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Signet Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof First Union Common Stock equal to (a) the number of shares of Signet Common Stock subject to the Signet Stock Option, respectively, multiplied by (b) the Conversion Fraction, and Exchange Ratio (such product rounded down to the nearest whole cent or number) (a "Replacement Option"), respectivelyat an exercise price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Signet Common Stock which were purchasable pursuant to such Signet Stock Option divided by (z) the number of full shares of First Union Common Stock subject to such Replacement Option in accordance with the foregoing. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each Signet Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Signet shall maintain take all action, if any, necessary with respect to the effectiveness of such registration statements (and maintain Signet Stock Plans to permit the current status replacement of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement outstanding Signet Stock Options registered thereunder remain outstandingby First Union pursuant to this Section. As soon as practicable after At the Effective Time, Purchaser First Union shall qualify under applicable state securities laws assume the issuance Signet Stock Plans; provided, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that First Union shall have no obligation with respect to any awards under the Signet Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Signet Stock Plans.

Options. Pursuant to and in accordance with Section 6.2(iii) of the Vegas Holding Corp. 2008 Stock Option Plan (a) Except as provided in paragraph (b) below with respect amended), the Company shall cause the Options to the Company's 1996 Employee Stock Purchase Planbe canceled, as amended (of the "Company ESPP")Closing Date, at the Effective Time, in exchange for each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully Optionholder holding vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue Options as of the Merger and without Closing, including for the avoidance of doubt any action Optionholders whose Options are accelerated in accordance with Section 6.01(b)(iii), being entitled to receive payment by the Buyer (on the part behalf of the holder thereofCompany) of an amount in cash equal to (i) such Optionholder's Common Percentage multiplied by the Purchase Price, options exercisable minus (ii) the aggregate exercise prices for the shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Common Stock issuable upon exercise of Purchaser Replacement Optionsthe vested and exercisable Options held by such Optionholder (as set forth on Schedule 1.02), less applicable Taxes withheld; provided that, the portion of the Purchase Price to be paid at Closing to each Optionholder under clause (i) above will be an amount in cash equal to (x) such Optionholder's Common Percentage multiplied by the Preliminary Purchase Price, minus (y) the aggregate exercise prices for the shares of Common Stock issuable upon exercise of the vested and exercisable Options held by such Optionholder (as set forth on Schedule 1.02), less applicable Taxes withheld and less such Optionholder's pro rata portion of the Holdback Amount (based on such Optionholder's Common Percentage) and such Optionholder's pro rata portion of the Escrow Amount (based on such Optionholder's Common Percentage). PurchaserThe Buyer shall cause the Company to make timely payment to the appropriate taxing authority or authorities of any amounts in respect to applicable Taxes withheld from payment to the Optionholders under this Section 1.02. All Options which are not vested and exercisable as of the Closing shall be cancelled for no consideration in accordance with the terms of the Vegas Holding Corp. 2008 Stock Option Plan (as amended). Notwithstanding anything herein to the contrary, all payments to Optionholders hereunder (including any amounts to be paid to the Stockholder Representative on behalf of Optionholders) shall be made by the Company through its payroll system in accordance with the Company's Board regular payroll practices then in effect and shall be less any applicable withholding Taxes. Schedule 1.02 sets forth the list of Directors shall take all actions necessary on vested and exercisable Options as of the part date hereof, including their exercise prices, as well as the list of Purchaser Options which are not vested and exercisable and which are to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time be cancelled pursuant to Purchaser Replacement Options by persons subject this Section 1.02. The Company shall deliver to the reporting requirements Buyer an updated Schedule 1.02 one business day preceding the Closing Date, which shall set forth the list of Section 16(a) vested and exercisable Options as of the Securities Exchange Act (Closing, including their exercise prices, as defined below) well as the list of Options which are not vested and exercisable and which are to be exempt from the application of cancelled pursuant to this Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder1.02.

Options. All outstanding Options, whether or not then vested or exercisable in accordance with their terms, shall be terminated or canceled as of the Effective Time, at which time each Optionholder shall cease to have any rights with respect thereto, except the right to receive from the Surviving Corporation the consideration set forth in Section 2.02(c) and any Subsequent Merger Consideration Payments in accordance with Section 2.03, as and when it becomes payable pursuant to this Agreement, if any, provided, however, that Purchaser, Merger Sub or the Surviving Corporation, or any of their designees, as applicable, shall not have any obligation to deliver to such holder of such Options any payment or other consideration for such cancelled Options until such holder has delivered to Purchaser (aor its designee) Except as provided a duly executed and completed Option Letter of Transmittal substantially in paragraph the form of Exhibit C-2 attached hereto (b“Option Letter of Transmittal”) below with respect to such Options; provided further, however, that upon receipt by Purchaser (or its designee) of any Option Letter of Transmittal from any holder of such Options, Purchaser (or its designee) shall make any payments due to such holder of Options in accordance with this ARTICLE I; provided further, however that if such a holder of Options has not delivered to Purchaser (or its designee) such Option Letter of Transmittal at Closing, Purchaser may hold such amount and shall have no obligation to pay such amount to the Company's 1996 Employee Stock Purchase Plan, as amended holder of Options until such Option Letter of Transmittal is delivered. No interest (other than any interest on the "Company ESPP"), at Escrow Fund) will be paid or will accrue on such portion of the initial Merger consideration payable pursuant to Section 2.02(c) or any Subsequent Merger Consideration Payments payable to any such holder of such Options. From and after the Effective Time, each then outstanding Option shall no longer represent the right to acquire Common Stock and unexercised option (shall represent for all purposes only the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their termsright to receive the consideration outlined in Section 2.02(c) and any Subsequent Merger Consideration Payments in accordance with Section 2.03, as and when it becomes payable pursuant to this Agreement. The Purchaser shall act as paying agent for the Surviving Corporation in effecting the exchange of cash for Option Letters of Transmittal and cancelling the outstanding Options as provided in this Section 1.02. The Purchaser shall further cause each holder of a Company Option the Surviving Corporation to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant make timely payment to the plans appropriate taxing authority or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number authorities of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded any amounts withheld from payment to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options Optionholders under this Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder1.02.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion FractionExchange Ratio, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current current. status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. JEX xxxll receive an option to purchase 100,000 shares common stock of Contango for each Prospect that results in the drilling of an exploration well on such Prospect that is capable of producing oil or gas in paying quantities (aa "successful well"), as well as for each Reserve Acquisition in which Contango has invested with JEX. Xxth respect to Prospects, the options shall vest as follows: 33,333 options shall vest and become exercisable upon the earlier of: (i) Except the test establishing that a successful well has been completed or (ii) the date of first production from such well; 33,333 options shall vest and become exercisable when Prospect Payout has occurred; and 33,334 options shall vest and become exercisable when Contango's return on investment attributable to such Prospect equals fifteen percent (15%). With respect to Reserve Acquisitions, the options shall vest as provided follows: 33,333 options shall vest and become exercisable upon closing of the Reserve Acquisition; 33,333 options shall vest and become exercisable when Reserve Acquisition Payout (as hereinafter defined) has occurred; and 33,334 options shall vest and become exercisable when Contango's return on investment attributable to such Reserve Acquisition equals fifteen percent (15%). The per share exercise price of the options shall be the greater of (i) $1.00 and (ii) the average closing price of Contango common stock on the NASDAQ bulletin board for the 20 trading days prior to logging the successful well in paragraph (b) below the case of Prospects, or prior to the execution of a letter of intent to purchase in the case of a Reserve Acquisition. The term "Reserve Acquisition Payout" shall be defined the same as the term "Prospect Payout," as set forth in Section 2.3, with the exception that the revenues, the deductions from revenues, and the costs and expenses to be considered shall be those relating to the oil and gas interests acquired in connection with that particular Reserve Acquisition, rather than solely with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectivelyparticular Prospect. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient The number of shares of Purchaser Stock Contango common stock for delivery upon which JEX xx entitled to receive an option to purchase and the exercise price of Purchaser Replacement Options after such options are subject to adjustment as provided in Section 2.6. In case of any consolidation with or merger of Contango with or into another person (except for a merger or consolidation in which Contango is the Effective Time. Promptly after continuing entity), or in case of any sale, lease or conveyance to another person of the Effective Timeproperty of Contango as an entirety or substantially as an entirety, Purchaser all options granted under this Section 2.5 shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary vest in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent full prior to the Effective Time, and shall maintain the effectiveness occurrence of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderevent.

Options. (a) Except as provided in paragraph (b) below with respect Subject to approval of the Company's 1996 Employee Stock Purchase PlanBoard of Directors, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised ------- Executive shall be granted an option (the "Company OptionsOption") exercisable for to purchase a total of [Stock options] shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of the Company's Common Stock, at a Company Option purchase price per share equal to receive, by virtue the fair market value of the Merger and without any action Common Stock on the part date of approval of the holder thereof, options exercisable for grant by the Company's Board of Directors. The shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant subject to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended Option (the "CodeShares") prior to shall vest (a) 20% on the Effective Time continue Date (provided, however, that the Company shall have a right of repurchase with respect to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable Shares issued upon exercise of Purchaser Replacement Options. Purchaser's Board the Option at the original exercise price per share if (A) before the three month anniversary of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to Date Executive's employment is terminated for any reason or (B) before the reporting requirements of Section 16(a) sixth month anniversary of the Securities Exchange Act Effective Date Executive (i) voluntarily terminates, or (ii) is terminated for Cause (as defined below)), and (b) 20% on each anniversary of the Effective Date, so that the shares are fully vested on the fourth anniversary of the Effective Date. Fifty percent (50%) of any unvested shares shall accelerate and become immediately vested if within six months after a change of control, Executive is terminated or suffers a material diminution in compensation or duties. Vesting of the Shares shall be subject to Executive's continued employment with the Company on the relevant vesting dates. The Option shall be exempt subject to the terms, definitions and provisions of the Company's Stock Option Plan (the "Plan") and an applicable option agreement (the "Option Agreement") between the Company and Executive, which documents are incorporated herein by reference. Cause shall mean (i) any act of personal dishonesty taken by the Executive in connection with Executive's responsibilities to the Company which is intended to result in substantial personal enrichment of the Executive, (ii) conviction of a felony, (iii) a willful act that constitutes misconduct and is injurious to the Company or (iv) continued willful violations by the Optionee of his obligations to the Company after there has been delivered to Optionee a written demand for performance from the application of Section 16(b) of Company which describes the Securities Exchange Act, to basis for the extent permitted thereunderCompany's belief that Optionee has not substantially performed his duties.

Options. If at any time or from time to time the Company shall issue or sell any Options to subscribe for or purchase any Common Units whether or not the rights to subscribe for or purchase thereunder are immediately exercisable, and the consideration per Unit for which additional Common Units may at any time thereafter be issuable pursuant to such Options shall be less than the Fair Market Value Per Unit of the Common Units for which such Options are exercisable (a) Except determined on the date specified below), then the Company shall issue a number of Antidilution Units as provided in paragraph Section 10.02(a) hereof on the basis that (b1) below with respect the maximum number of additional Common Units issuable pursuant to the Company's 1996 Employee Stock Purchase Planall such warrants, options or other rights shall be deemed to have been issued as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part date of determination of the holder thereof, options exercisable Fair Market Value Per Unit of such Common Units as hereinafter provided and (2) the aggregate consideration for shares such maximum number of Purchaser Stock ("Purchaser Replacement Options") having additional Common Units shall be deemed to be the same terms minimum consideration received and conditions as receivable by the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares additional Common Units pursuant to the terms of Purchaser Stock such warrants, options or other rights. If at any time or from time to time the Company shall issue or sell any Options to subscribe for or purchase Convertible Securities, whether or not the rights to subscribe for or purchase Convertible Securities thereunder are immediately exercisable, then for purposes of this Section 10.02, (A) the maximum number of Convertible Securities issuable upon exercise pursuant to such Options shall be deemed to have been issued as of Purchaser Replacement the date of determination as hereinafter provided, and (B) the aggregate consideration for such maximum number of Convertible Securities shall be deemed to be the minimum consideration received and receivable by the Company for the issuance of such Convertible Securities pursuant to the terms of such Options, and the provisions of Section 10.02(c) shall apply to such issuance. Purchaser's Board For purposes of Directors this Section 10.02(b), the effective date of such adjustment and the date as of which the Fair Market Value Per Unit shall take all actions necessary be computed shall be the earlier of (i) the date on which the part Company shall enter into a firm contract or commitment for the issuance of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement such Options and subsequent transactions in Purchaser Stock after (ii) the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements date of Section 16(a) actual issuance of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundersuch Options.

Options. Under the JVA, the Company and Poly agree that on occurrence of certain customary events of default, the non-defaulting shareholder (athe ‘‘Non-Defaulting Shareholder’’) Except as provided shall have the right (the ‘‘Default Call Option’’) (but not the obligation) to serve a notice on the defaulting shareholder (the ‘‘Defaulting Shareholder’’), upon which the Defaulting Shareholder is deemed to have offered to transfer its shares (or the relevant portion thereof) in paragraph the JV Co (btogether with an assignment of the corresponding shareholder loans) below with respect to the Company's 1996 Employee Stock Purchase PlanNon-Defaulting Shareholder at a discount to the Fair Market Value (see below). No premium is payable for the Default Call Option. Further, as amended if at any time, any shareholder holds 80% or more of the shares in the JV Co (the "Company ESPP"‘‘Majority Shareholder’’), the Majority Shareholder shall have the right (the ‘‘Sweep-up Call Option’’) (but not the obligation) to serve a notice on the other shareholder (the ‘‘Minority Shareholder’’) to request the Minority Shareholder to transfer all of its shares in the JV Co (together with an assignment of all outstanding shareholder loans) to the Majority Shareholder at a discount to the Fair Market Value (see below). No premium is payable for the Sweep-up Call Option. The Default Call Option and the Sweep-up Call Option shall together be referred to as the ‘‘Options’’. The Fair Market Value shall be determined by an independent valuer (to be appointed by the Non-Defaulting Shareholder or the Majority Shareholder (as the case may be)) after taking into account a valuation of the Land by a reputable property valuer. The Options are exit arrangements which are common in joint ventures. As either party may exercise the Options depending on future circumstances, it is not possible to determine at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option outset which party will do so nor is it possible to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that determine the exercise price and until the number time of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectivelyexercise. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 COMPLIANCE WITH THE LISTING RULES The formation of the Internal Revenue Code JV Co does not constitute a transaction under Chapter 14 as it is exempted under Rule 14.04(1)(f) under the Rules Governing the Listing of 1986, Securities on The Stock Exchange of Hong Kong Limited. The Company is making this announcement on a voluntary basis as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement the Options after by Poly against the Effective TimeCompany would bind the Company to a possible disposal of relevant assets in the future. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status By Order of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.China Resources Land Limited XX Xxx President

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, The portion of each then outstanding and unexercised option Option registered in the name of and/or held by PF that is unvested immediately prior to the Effective Time (an “Unvested Option”) shall, immediately following the "Company Options"transfer of all Rollover Shares to the Purchaser (each as defined in the Plan of Arrangement) exercisable for shares pursuant to the Plan of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger Arrangement and without any action on the part of the holder thereofCompany, options exercisable PF or Parent, be, and shall be deemed to be, disposed of in exchange for shares an option granted by Parent (a “Parent Option”) to purchase from Parent (i) that number of Purchaser Stock Parent Non-Voting Shares ("Purchaser Replacement Options"rounded down to the nearest whole number) having obtained by multiplying (A) the number of Subordinate Voting Shares subject to such Unvested Option immediately prior to the Effective Time, by (B) the Exchange Ratio, (ii) at a per share exercise price (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the Exercise Price of such Unvested Option by (B) the Exchange Ratio. For the purposes of this Agreement, “Exchange Ratio” means (a) the fair market value of a Parent Non-Voting Share on the Effective Date, following completion of the transactions contemplated by the Plan of Arrangement and the Rollover Agreements, as determined by the board of directors of Parent in good faith, divided by (b) the per Share consideration in cash set forth in the definition of Consideration in the Plan of Arrangement. Each Parent Option shall otherwise be subject to substantially the same terms and conditions applicable to the corresponding Unvested Option immediately prior to the Effective Time; provided that, it is intended that the provisions of subsection 7(1.4) of the Tax Act (and any corresponding provision of provincial or territorial tax legislation) shall apply to such exchange of Unvested Options and, notwithstanding the foregoing, if, and to the extent, if any, determined by Parent to be necessary for such provision to apply, the exercise price of a Parent Option (as otherwise determined) will be increased (and will be deemed always to have been increased) such that the Company Options amount, if any, by which the aggregate fair market value of the Parent Voting Shares subject to the Parent Option immediately after the exchange exceeds the aggregate exercise price of the Parent Option (including such otherwise determined) does not exceed the amount, if any, by which the aggregate fair market value of the Subordinate Voting Shares subject to the Unvested Option immediately before the exchange exceeds the aggregate exercise price of the Unvested Option. Except as otherwise set out in this Section 2(1), each Parent Option shall be governed by the terms and conditions as may be incorporated by reference into of the agreements evidencing applicable option plan of the Company Options pursuant which, prior to the plans or arrangements exchange, governed the Unvested Option that was exchanged for such Parent Option and any stock option agreement pursuant to which such Company Options were granted) except that Unvested Option was granted (including, but not limited to, the exercise price term to expiry, conditions to and the number manner of shares issuable upon exercise shall be divided exercising and multipliedvesting schedule), respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form each as may be amended from time to time, with any adjustment deemed to be made thereto as are necessary in connection to ensure consistency with the purchase provisions of this Section 2(1), including that any references in such plans and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent the stock option agreements to the Effective TimeCompany or the board of directors of the Company shall be read as references to Parent and its board of directors. Following the exchange of the Unvested Options for the Parent Options pursuant to this Section 2(1), PF shall have no further rights, and the Company shall maintain the effectiveness of such registration statements (and maintain the current status have no further obligations with respect to, any Unvested Option. The exchange of the prospectus or prospectuses contained therein) Unvested Options for so long as any the Parent Options is in full and complete satisfaction of all payment obligations of the Purchaser Replacement Company relating to the Unvested Options, and PF shall not have any rights relating to the payment of any Option following the exchange of the Unvested Options for the Parent Options, other than the per Share consideration in cash set forth in the definition of Consideration in the Plan of Arrangement for each outstanding and unexercised Option (or fraction thereof) registered thereunder remain outstanding. As soon as practicable after in the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance name of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options and/or held by persons PF that is not an Unvested Option subject to and in accordance with the reporting requirements of Section 16(a) terms of the Securities Exchange Act (as defined below) to be exempt from the application Plan of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderArrangement.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Fed One Common Stock under the Fed One Stock Option Plans (each, a "FED ONE STOCK OPTION"), whether vested or unvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Fed One Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof United Common Stock equal to (a) the number of shares of Fed One Common Stock subject to the Fed One Stock Option, respectively, multiplied by (b) the Conversion Fraction, and Exchange Ratio (such product rounded to the nearest whole cent or number) (a "REPLACEMENT OPTION"), respectivelyat an exercise price per share (rounded down to the nearest whole cent) equal to (y) the per share exercise price pursuant to such Fed One Stock Option divided by the Exchange Ratio. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each Fed One Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code Code) shall be adjusted in accordance with the requirements of 1986Section 424 of the Code. Accordingly, as amended (the with respect to "Code") prior incentive stock options," fractional shares shall be rounded down to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient nearest whole number of shares of Purchaser Stock for delivery upon and where necessary the per share exercise of Purchaser Replacement Options after price shall be rounded up to the Effective Timenearest cent. Promptly after the Effective Time, Purchaser shall file At or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent prior to the Effective Time, and Fed One shall maintain use its best efforts, including using its reasonable best efforts to obtain any necessary consents from optionees, with respect to the effectiveness of such registration statements (and maintain Fed One Stock Option Plans to permit the current status replacement of the prospectus outstanding Fed One Stock Options by United pursuant to this Section and to permit United to assume the Fed One Stock Option Plans. Fed One shall further take all action necessary to amend the Fed One Stock Option Plans to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunder following the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser United shall qualify under applicable state securities laws assume the issuance Fed One Stock Option Plans; PROVIDED, that such assumption shall be only in respect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that United shall have no obligation with respect to any awards under the Fed One Stock after Option Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Fed One Stock Option Plans.

Options. (a) Except The Company will cause all outstanding Options to be canceled as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at of the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause at which time each holder of a Company an Option (an “Optionholder”) will be entitled to receive, by virtue receive from Parent an amount in cash equal to the product of (i) the excess of the Merger and without any action on the part Per Share Portion of the Final Residual Cash Consideration over the applicable exercise price per share of such Option, multiplied by (ii) the maximum aggregate number of Class B Common Shares such holder thereofcould have purchased if such holder had exercised such Option in full immediately prior to such time, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having less applicable Taxes withheld; provided that at the same terms and conditions as Closing the Company Options (including such terms and conditions as may amount to be incorporated by reference into paid with respect to each Option will be based upon the agreements evidencing the Company Options pursuant Closing Residual Cash Consideration, payable to the plans or arrangements pursuant to holder thereof in accordance with this Section 1.04. For any Options for which such Company Options were granted) except that the exercise price and of such Option is greater than or equal to the number Per Share Portion of shares issuable upon exercise shall the Final Residual Cash Consideration allocable to such Option, such Option will be divided and multiplied, respectively, by terminated for no consideration. The aggregate consideration to which Optionholders become entitled pursuant to this Section 1.04 is collectively referred to herein as the Conversion Fraction“Option Merger Consideration.” Parent will cause the Surviving Corporation or one of its Subsidiaries to pay the Option Merger Consideration to the Optionholders promptly, and rounded in any event within five (5) Business Days, following the Closing Date through the Surviving Corporation’s or the applicable Subsidiary’s payroll; provided that no Optionholder will be paid his or her portion of the Option Merger Consideration until he or she has executed and delivered to the nearest whole cent Company an option cancellation agreement substantially in the form of Exhibit C attached hereto (an “Option Cancellation Agreement”). Parent will cause the Surviving Corporation or number, respectively. Purchaser shall use all reasonable efforts the applicable Subsidiary to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior make timely payment to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number appropriate taxing authority or authorities of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent any amounts withheld from payment to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify Optionholders under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder1.04.

Options. (a) Except as Promptly following the execution of this Agreement, the Company shall provide to each holder of an outstanding Option any notice required to be provided in paragraph (b) below under the Option Plan and the applicable Option agreement with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (Merger and the "Company ESPP"), at treatment of Options hereunder. At the Effective Time, Parent shall assume the Option Plan and shall assume (or substitute Parent options for) each then Option that is outstanding as of immediately prior to the Effective Time and unexercised option that constitutes an In-the-Money Option held by a Continuing Employee or any of those persons set forth on Schedule 2.3(b) (the each such In-the-Money Option, an "Company OptionsAssumed Option") exercisable for shares of Company Stock ). Each Assumed Option shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receivethereafter be exercisable, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having substantially the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant in effect immediately prior to the plans or arrangements pursuant Effective Time, for a number of shares of Parent Common Stock (the "Adjusted Option Share Number") equal to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be of Company Common Stock subject to such Assumed Option immediately prior to the Effective Time, multiplied by a fraction equal to the Total Amount Per Common Share, divided and multiplied, respectively, by the Parent Average Closing Price (such fraction, the "Option Share Conversion FractionRate"), and rounded down to the nearest whole cent or number, respectivelyshare. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified The exercise price of each Assumed Option as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended assumed by Parent (the "CodeAdjusted Option Exercise Price") shall be equal to the exercise price of such Assumed Option immediately prior to the Effective Time continue Time, divided by the Option Share Conversion Rate, and rounded up to so qualify after the Effective Timenearest whole cent. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly As soon as practicable, and in any event within ten Business Days, after the Effective Time, Purchaser Parent shall file deliver to holders of Assumed Options, at Parent's discretion, either a replacement option agreement or cause a statement setting forth such holders' rights pursuant to be filed all registration statements on Form S-8 or other appropriate form the Assumed Options, including the number of shares of Parent Common Stock subject to each such Assumed Option and the exercise price of such Assumed Option. All Options which are not In-the-Money Options shall terminate as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding option to purchase shares of Company Common Stock ("Stock Options") theretofore granted under any stock option or stock appreciation rights plan, program or arrangement of the Company or under any stock option award agreement, including, without limitation, the Company's 2000 Stock Option Plan and unexercised option related Enterprise Management Incentive Sub-Plan (the "Stock Option Plans"), whether vested or unvested in accordance with its terms (including by reason of the transactions contemplated by this Agreement), shall immediately terminate. Neither the Surviving Company Options") exercisable nor Buyer shall assume any such Stock Option and, except for shares Buyer's cash payment obligation pursuant to the following provisions of this Section 6.7(a), from and after the Effective Time neither the Surviving Company nor Buyer shall otherwise have any obligation with respect to any Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each Option. Each holder of a Company Stock Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options"whether or not exercisable) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") remains outstanding immediately prior to the Effective Time continue and is not otherwise exercised with an exercise price per share of Company Common Stock less than the Per Share Merger Consideration shall be entitled to so qualify receive from Buyer an amount in cash equal to the number of shares of Company Common Stock subject to the Stock Option times the difference between (i) the Per Share Merger Consideration and (ii) the per share exercise or purchase price of such Stock Option as of the date hereof, which amount shall be subject to the Per Share Escrow Amount to be withheld (which will be withheld by Buyer from the payment to be made to such holder pursuant to this Section 6.7(a) and deposited with the Escrow Agent by Buyer at the Closing in accordance with Section 3.3)). Payment of the amount determined pursuant to the preceding sentence with respect to each such Stock Option outstanding immediately prior to the Effective Time shall be made to the holder of the Stock Option or such Escrow Agent, as applicable, as soon as reasonably practicable (but in no event later than five business days) after the Effective Time. Purchaser Buyer and such Escrow Agent shall take all corporate action necessary be entitled to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Timededuct and withhold from any payment contemplated by this Section 6.7(a) such amounts, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form if any, as may be required to be deducted and withheld with respect to the making of such payment under the Code or any other applicable Legal Requirement. To the extent that any amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Stock Option in respect of which such deduction and withholding was made. Prior to the Closing Date, Company shall take such actions or cause such actions to be taken as are necessary in connection with to cause the purchase and sale of Purchaser Stock transactions contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below6.7(a) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderaccomplished.

Options. At the Closing, the Buyer shall provide funds to the Operating Company sufficient to permit the Operating Company to pay at Closing directly to each Optionholder the amount set forth for such Optionholder on Exhibit C (a) Except each, an “Option Cancellation Payment”), if any, as provided in paragraph (b) below consideration for the cancellation and termination of each such Optionholder’s Stock Options. Each Option Cancellation Payment shall be made by delivery of an Operating Company check payable to the Optionholder to which any such payment relates, less any Taxes required to be withheld with respect to any such payment. Schedule 2.3 sets forth the Company's 1996 Employee Stock Purchase Plan(i) name of each Optionholder, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options"ii) exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Common Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(aStock Options, (iii) applicable Option Strike Prices, (iv) total amount of the Securities Exchange Act Option Cancellation Payments due to each Optionholder, (v) percentage each Optionholder’s Option Cancellation Payments represents of the aggregate Option Cancellation Payments and (vi) the portion of the Options that will be vested and unvested as defined belowof the Closing. At the Closing, all Stock Options to purchase capital stock of the Company (regardless of whether such options are vested and exercisable) shall be cancelled. In addition, each Optionholder may also be entitled to receive a portion of any release to Sellers and Optionholders of the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund, in an amount equal to their Distribution Allocation. Payments to be exempt made to Optionholders pursuant to the provisions of this Agreement, including from the application of Section 16(b) General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund or pursuant to any covenants set forth in ARTICLE II or ARTICLE III, will be made in accordance with the most recent payment instructions delivered to the Buyer by the applicable Optionholder or through an appropriate payroll vendor. All withholding Taxes of the Securities Exchange ActOptionholders that are required to be withheld, upon the release to the extent permitted thereunderOptionholders of any portion of the General Escrow Amount, the Un-Finalized Excluded Liabilities Escrow Amount or the Lease Consent Escrow Fund shall, prior to the release of such portion to the Optionholders, be deducted from the payments to the Optionholders and paid over to the Company for further payment to the appropriate Governmental Authorities as required by applicable Law.

Options. A listing of each of the Company’s stock option plans, programs and arrangements (acollectively, the “Company Stock Plans”) Except as provided and all outstanding Options is set forth in paragraph (bSection 3.04(a) below of the Company Disclosure Schedule. Section 3.04(a) of the Company Disclosure Schedule also sets forth with respect to each Option the Company's 1996 Employee name of the Company Stock Purchase PlanPlan under which such Option was issued, the holder thereof, the number of shares subject thereto, the exercise price thereof and the dates of scheduled vesting thereof and describes any terms thereof that require acceleration of such vesting by virtue of the Contemplated Transactions and any proposed additional vesting of such Options prior to the Effective Time. On or prior to the Closing Date, the Company Board (or an authorized committee thereof) shall take all actions necessary to ensure that all outstanding Options shall be cancelled effective as amended of the Effective Time. At the Closing or as soon as thereafter practicable, each holder of an outstanding Vested Option shall deliver to the Paying Agent, on behalf of the Company and Parent, an acknowledgement of such cancellation in the form of Exhibit D (the "Company ESPP"each an “Option Cancellation Acknowledgement”), at . Effective as of the Effective Time, each then optionholder who is a holder of an outstanding and unexercised option (Vested Option, upon the "Company Options") exercisable for shares delivery of Company Stock such optionholder’s duly executed Option Cancellation Acknowledgement, shall become fully vested and exercisable entitled to receive (by virtue i) a cash payment in an amount equal to (a) minus (b) where (a) equals (A) the excess of their terms(x) and Purchaser shall cause each holder of a Company the Per Option to receive, by virtue of the Gross Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock Consideration over ("Purchaser Replacement Options"y) having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and per share of Common Stock subject to such Vested Option, multiplied by (B) the number of shares issuable upon exercise of Common Stock subject to such Vested Option for which such Option shall not theretofore have been exercised and (b) equals the sum of the Escrow Amount and SR Escrow Amount multiplied by such optionholder’s Pro Rata Escrow Percentage. For the avoidance of doubt, no consideration shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 payable hereunder in respect of the Internal Revenue Code cancellation of 1986, as amended (the "Code") prior any unvested Options or any Options having an exercise price equal to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status excess of the prospectus or prospectuses contained therein) for so long Per Option Gross Merger Consideration. The Company will not accelerate the vesting of any Options except as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions set forth in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a3.04(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderCompany Disclosure Schedule.

Options. TNB Disclosure Schedule 3.03(b) sets forth all of the outstanding stock options pursuant to which persons may acquire shares of TNB (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan“TNB Options”), as amended of the date hereof. At least ninety (the "Company ESPP"), at 90) days prior to the Effective Time, each then outstanding and unexercised option pursuant to the terms of the TNB 2008 Stock Option Plan (the "Company Options"“TNB Stock Option Plan”) exercisable for shares of Company Stock shall become fully vested under which the TNB Options are granted, TNB will take (or will cause to be taken) all actions necessary (including providing such notices, adopting such resolutions and exercisable (taking such other actions as are reasonably requested by virtue of their termsNHTB) and Purchaser shall cause such that each holder of a Company TNB Option vested in the ordinary course (without regard to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"transactions contemplated thereby) prior to the Effective Time continue that is unexercised and outstanding as of the Effective Time shall, by reason of the Merger, be canceled and converted into the right to so qualify after receive in cash an amount (subject to required tax withholdings) equal to (i) the excess, if any, of (A) the Cash Consideration per share over (B) the exercise price per share of each such TNB Option multiplied by (ii) the number of shares of TNB Stock subject to the TNB Option (the “Option Payment”) with no TNB Option being exercisable following the Effective Time. Purchaser shall Similarly, TNB will take (or will cause to be taken) all corporate action actions necessary (including providing such notices, adopting such resolutions and taking such other actions as are reasonably requested by NHTB) such that each holder of a TNB Option that is outstanding but would otherwise be unvested prior to reserve for issuance a sufficient number the Effective Time be exercisable during the period beginning sixty (60) days prior to the Effective Time and ending ten (10) days prior to the Effective Time with any such exercise to be contingent until, and effective upon, the occurrence of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after Effective Time and with no such TNB Option being exercisable following the Effective Time. Promptly after Any such outstanding but unvested TNB Option not exercised pursuant to the Effective Time, Purchaser preceding sentence shall file or cause to be filed all registration statements on Form S-8 or other appropriate form receive an Option Payment as may be necessary in connection with if such TNB Option were vested. TNB shall make the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Option Payments immediately prior to the Effective Time, Time and the TNB shall maintain give written notice to each holder of a then outstanding TNB Option that such holder will receive the effectiveness payment described herein in exchange for such holder’s outstanding TNB Options and TNB shall obtain the written acknowledgment of each such holder of the receipt of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement notice. Any TNB Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser properly exercised prior to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements provisions of this Section 16(a) 2.12 and the terms of the Securities Exchange Act (TNB Options will have the right to receive Merger Consideration on the same terms as defined below) all other outstanding TNB Stock pursuant to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderthis Article II.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "The Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company all outstanding Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form canceled as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent immediately prior to the Effective Time, and shall maintain at which time each holder of a Vested Option (an “Optionholder”) shall, contingent upon the effectiveness Closing, become entitled to receive from Parent or the Surviving Corporation (in lieu of receiving any stock of the Company) an amount in cash (adjusted down to the nearest whole cent) equal to the product of (i) the excess, if any, of the Common Share Price over the applicable exercise price per share of such registration statements Vested Option, multiplied by (and maintain ii) the current status number of shares of Common Stock such Optionholder could have purchased if such Optionholder had exercised such Vested Option in full immediately prior to such time, less applicable Taxes withheld (it being understood that the prospectus portion paid at Closing will be based on the Estimated Common Share price). Parent shall cause the Surviving Corporation to make timely payment to the appropriate taxing authority or prospectuses contained thereinauthorities of any amounts withheld from payment to the Optionholders under this Section 3.1(c). The aggregate consideration to which Optionholders become entitled pursuant to this Section 3.1(c) for so long is collectively referred to herein as any of the Purchaser Replacement Options registered thereunder remain outstanding. “Option Merger Consideration.” As soon as reasonably practicable after following the date of this Agreement, the Company shall deliver a notice to each of the Optionholders substantially in the form attached hereto as Exhibit G (the “Optionholder Notice”). Prior to the Effective Time, Purchaser the Company shall qualify adopt board (or committee) resolutions resolving that, as of immediately prior to the Effective Time, (a) no Person shall have any right under applicable state the Options, the Xxx Technology Holdings, Inc. 2010 Equity Incentive Plan (the “Equity Plan”) or any other plan, program, agreement or arrangement with respect to equity securities laws of the issuance Surviving Corporation or any direct or indirect Subsidiary thereof, except the right to receive the amounts payable under this Section 3.1(c), if any, (b) the Equity Plan terminates and (c) each Option (i) for which the exercise price of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject Option is greater than or equal to the reporting requirements of Section 16(aEstimated Common Share Price or (ii) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Actis an Unvested Option, to the extent permitted thereunderin each case is terminated for no consideration.

Options. Xxxxxx shall release and forfeit all of the option rights afforded to him under the Xxxxxx Agreement and in exchange thereof, MyGO shall cause to be issued to Xxxxxx options granting Xxxxxx the right to purchase Seven Million, Five Hundred Thousand (a7,500,000) Except as provided in paragraph shares of common stock of MyGO Games Holding Co. (b“Retained Options”). The Retained Options shall have a strike/exercise price of five cents ($.05) below with respect per share and shall be fully vested and immediately exercisable for a term of one (1) year from the date of issuance thereof, subject to applicable waiting periods prescribed by the Company's 1996 Employee Stock Purchase PlanUnited States Securities Act of 1933, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms“Securities Act”) and Purchaser shall cause each holder of a Company Option any applicable state securities laws.. The Retained Options will be issued to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options Xxxxxx pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D under the plans or arrangements Securities Act and pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that similar exemptions from any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws on the issuance basis of such Xxxxxx’x representation to MyGO Games Holding Co. that Xxxxxx is currently an “accredited investor” who satisfies one or more of the criteria set forth in Rule 501(a) of Regulation D under the Securities Act. Xxxxxx acknowledges that (i) the Retained Options and the shares of Purchaser Stock common stock issuable upon exercise thereof have not been registered under the Securities Act or any applicable state securities laws and shall be “restricted securities” within the meaning of Purchaser Replacement Options. Purchaser's Board Rule 144 under the Securities Act; (ii) that the Retained Options cannot be exercised by Xxxxxx unless at the time of Directors shall take all actions necessary on exercise there is an exemption from the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting registration requirements of Section 16(a) of the Securities Exchange Act and any applicable state securities laws and, if required by the transfer agent, Xxxxxx has provided to the transfer agent of MyGO Games Holding Co. a legal opinion of counsel of recognized standing in form and substance reasonably satisfactory to the transfer agent to such effect and (as defined belowiii) the Retained Options and the shares of common stock cannot be offered, sold, pledged or otherwise transferred, directly or indirectly, except pursuant to be exempt from registration under the application of Section 16(bSecurities Act or pursuant to an available exemption therefrom and in each in accordance with any applicable state securities laws and the certificates representing such securities will bear a legend to this effect. Within fifteen (15) days of the Securities Exchange ActEffective Date, MyGO shall secure all necessary actions and resolutions of the Board as well as provide to Xxxxxx all the extent permitted thereunderapplicable documents and agreements necessary to consummating the granting and issuance of the Retained Options.

Options. (a) Except as otherwise provided in paragraph Section 1.3.3, the terms and provisions of the stock options held by those Total eMed option holders under the Total eMed Option Plans and under the Total eMed Option Grants (b) below with respect to the Company's 1996 Employee Stock Purchase Plancollectively, as amended (the "Company ESPPOptions"), ) will continue in full force and effect following the Merger. By virtue of the Merger and at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any further action on the part of the any holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may each Option will be incorporated by reference converted into the agreements evidencing the Company Options pursuant an option to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and purchase the number of shares issuable upon exercise shall be divided and multiplied, respectively, by of MDLI Common Stock equal to the Conversion Fraction, and product (rounded to the nearest whole cent or number) of (x) the number of shares of Total eMed Common Stock subject to such Option immediately before the Effective Time multiplied by (y) the Conversion Ratio. The exercise price per share for each Option after the Effective Time will be determined by dividing the per share exercise price for such Option immediately before the Effective Time by the Conversion Ratio. The term, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified exercisability, vesting schedule, status as an incentive stock options option under Section 422 of the Internal Revenue Code of 1986United States Intxxxxx Xxxxxxx Xxxx xx 0000, as amended xx xmended (the "Code") prior ), if applicable, and all other terms and conditions of each Option will, to the Effective Time continue to so qualify extent permitted by the existing terms of the Options or permitted by law, and otherwise reasonably practicable, be unchanged. As promptly as practicable after the Effective Time, MDLI shall issue to each holder of an Option a written instrument informing such holder of the assumption by MDLI of such Option. Purchaser Unless all Options are, as of the Effective Time, issuable pursuant to an effective registration statement on Form S-8 of MDLI, or in the opinion of counsel of MDLI freely tradable upon issuance pursuant to Rule 701 under the Securities Act of 1933, as Amended (the "Securities Act"), as soon as practicable after the Effective Time, MDLI shall file a registration statement on Form S-8 (or any successor form) with respect to the Options and shall use its reasonable efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus, for so long as the Options remain outstanding. MDLI shall use its reasonable efforts to cause the MDLI Common Stock subject to the Options to be quoted on the Nasdaq National Market or such other system or exchange on which the MDLI Common Stock is then quoted or listed. MDLI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock MDLI Common stock for delivery upon the exercise of Purchaser Replacement the Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.1.3.3

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, the Company shall cause all outstanding Options, whether or not fully vested or exercisable, to become fully vested and exercisable, and to be terminated and cancelled, at which time each holder of an Option (an “Optionholder”) who has delivered to the Company a duly executed option cancellation agreement, substantially in the form of Exhibit B attached hereto (the “Option Cancellation Agreement”), shall be entitled to receive from the Surviving Corporation an amount in cash equal to the sum of (a) the Per Share Portion of the Closing Consideration less (i) the Option Exercise Price pertaining to such share, less (ii) the amount of any applicable Taxes withheld, and less (iii) the Per Share Portion of the Representative Administrative Amount, plus (b) the Per Share Portion of the Escrow Amount to be distributed to Stockholders and Optionholders pursuant to the terms of the Escrow Agreement (less the amount of any applicable Taxes withheld), with no payment of any amount being required when the difference is not a positive number, but such negative amount shall be reduced from such Optionholder's Per Share Portion in the Escrow Amount, less the amount of any applicable Tax withheld. Buyer shall cause the Surviving Corporation (x) to make timely payment to the appropriate taxing authority or authorities of any amounts withheld from payment to the Optionholders under this Section 2.4 and (y) to forward to the Representative the aggregate amount of the portion of the Representative Administrative Amount attributable to the Optionholders. For any Options for which the Option Exercise Price of such Option is greater than or equal to the Per Share Portion of the Closing Consideration and Escrow Amount to be distributed to Stockholders and Optionholders pursuant to the terms of the Escrow Agreement allocable to such Option, such Option shall be terminated for no consideration. The aggregate consideration to which Optionholders become entitled pursuant to this Section 2.4 is collectively referred to herein as the “Option Merger Consideration.” Notwithstanding anything herein to the contrary, all payments to Optionholders hereunder (including any amounts to be paid to the Representative on behalf of Optionholders) shall be made by the Surviving Corporation through its payroll system in accordance with the Surviving Corporation's regular payroll practices then in effect. All payments to Optionholders hereunder shall be treated as compensation by the Company and shall maintain the effectiveness be net of such registration statements (any applicable federal, state and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderlocal withholding Taxes.

Options. (a) Except as provided in paragraph (b) below In connection with respect to the Company's 1996 Employee Stock Purchase PlanMerger, as amended (the "Company ESPP"), effective at the Effective Time, each then all outstanding and unexercised option employee stock options to purchase Common Stock (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveeach, by virtue of the Merger and an “Option”), without any action on the part of the holder thereofpayment therefor except as otherwise provided in this Section 3.3, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided automatically cancelled and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, the Company shall use commercially reasonable efforts to cause the same. Each Option, to the extent unexercised as of the Effective Time, shall thereafter no longer be exercisable but shall entitle (subject to compliance with the immediately following sentence) each holder thereof (each, an “Option Holder”), in cancellation and settlement therefor, to a payment in cash equal to (i) the excess, if any, of (x) the Common Per Share Merger Consideration (subject to adjustment as provided in Section 3.4 and Section 3.5 hereof) over (y) the exercise price per share of Common Stock subject to such Option, multiplied by (ii) the total number of shares of Common Stock subject to such Option immediately prior to its cancellation (such payment to be net of withholding and the employee’s portion of any employment Taxes actually paid to the appropriate taxing authority in accordance with applicable laws, if any, and without interest), at the same time, in the same manner and subject to the same conditions under which other Company Stockholders receive Common Per Share Merger Consideration (collectively, such amounts payable hereunder being referred to as the “Option Payments”). For the avoidance of doubt, any Option for which the Common Per Share Merger Consideration is less than or equal to the exercise price of such Option (an “Out of the Money Option”) shall not be entitled to receive any portion of the Merger Consideration, and shall maintain the effectiveness of such registration statements (and maintain the current status be canceled, as of the prospectus Closing Date, with no consideration delivered in exchange therefore, and prior to the Effective Time, the Company shall use commercially reasonable efforts to cause the same. As a condition precedent to each Option Holder’s right to receive the Option Payment, each Option Holder shall deliver to Parent or prospectuses contained therein) for so long the Transfer Agent, as any applicable, an executed Letter of Transmittal (which shall include an executed joinder to the Purchaser Replacement Options registered thereunder remain outstandingRepresentative Agreement). As soon as practicable practicable, but in no event later than five (5) Business Days after the date hereof, the Company shall mail to each Option Holder (1) a Letter of Transmittal (including a joinder to the Representative Agreement) and (2) instructions for use in effecting the cancellation and termination of the Option in exchange for the Option Payments contemplated to be paid to the Option Holders pursuant to this Section 3.3. Upon the Parent’s receipt of a duly completed Letter of Transmittal (including an executed joinder to the Representative Agreement), Parent or the Transfer Agent, as applicable, shall pay to such Option Holder (but in no event earlier than the Effective Time), Purchaser on behalf of the Company and subject to any applicable withholdings and Taxes, the Option Payments due under this Section 3.3 with respect to such Option. Notwithstanding any contrary provision set forth in this Agreement, neither Parent, nor the Transfer Agent, nor the Representative shall qualify under applicable state securities laws pay to any Option Holder that portion of the issuance Option Payment represented by such Option Holder’s share of the Escrow Funds until such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stocktime as such amount, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time if any, is distributable pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) terms and conditions of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderGeneral Escrow Agreement.

Options. (a) Except As soon as provided reasonably practicable following the date of this Agreement, and in paragraph (b) below with respect any event prior to the Company's 1996 Employee Stock Purchase PlanClosing Date, the Company Board will adopt appropriate resolutions and take all other actions as amended (the "may be required to provide that any Vested Company ESPP"), at Option that is outstanding immediately prior to the Effective TimeTime and that has a per share exercise price less than the Per Share Consideration for Common Stock, each then outstanding and unexercised option (the "Company Options") exercisable for shares shall, upon execution of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company an Option to receiveCancellation Agreement, by virtue of the Merger and without any action on the part of Buyer, the Company or the holder thereof, options exercisable be cancelled, terminated and converted into the right to receive a payment, without interest thereon, which shall be equal to the amount by which the Per Share Consideration for shares Common Stock exceeds the per share aggregate exercise price of Purchaser Stock ("Purchaser Replacement Options") having such Vested Company Option, subject to the same allocation of a portion thereof to the Holdback Closing Cash, the Escrow Amount and the Expense Fund Amount, as set forth on the Closing Allocation Schedule, subject to the terms and conditions as of this Agreement, including the reduction for any applicable Tax withholdings and payroll charges associated with such payment (other than any employer related taxes). Each Vested Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except Option that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") is outstanding immediately prior to the Effective Time continue and that has a per share exercise price equal to so qualify after or greater than the Effective TimePer Share Consideration for Common Stock shall, by virtue of the Merger and without any action on the part of Buyer or the holder thereof, be cancelled without payment of any consideration, subject to the terms and conditions of this Agreement. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Each Unvested Company Option that is outstanding immediately prior to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status by virtue of the prospectus Merger and without any action on the part of Buyer, or prospectuses contained therein) for so long as the holder thereof, be cancelled without payment of any of the Purchaser Replacement Options registered thereunder remain outstandingconsideration. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors The Company shall take all actions that are necessary on the part of Purchaser and appropriate to enable the acquisition of Purchaser Stockprovide for such cancellation and conversion, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Actapplicable, including, to the extent permitted thereundernecessary, obtaining consent from the holders of Common Options.

Options. (a) Except as provided otherwise agreed to in paragraph writing between HCIA and the holder of any option to purchase shares of HCIA Common Stock (b) below with respect to the Company's 1996 Employee Stock Purchase Plancollectively, as amended (the "Company ESPPHCIA Stock Options"), at and as consented to by Acquiror, in its sole discretion, as of the Effective Time, each outstanding Option granted under the HCIA Stock Plans (as defined in Section 3.2(c)), whether or not then outstanding exercisable, shall be canceled by HCIA, and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue as of the Merger and without any action on Effective Time, the part of the former holder thereof, options exercisable thereof shall be entitled to receive from HCIA in consideration for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant cancellation an amount in cash equal to the plans or arrangements pursuant to which such Company Options were grantedproduct of (i) except that the exercise price and the number of shares issuable upon of HCIA Common Stock previously subject to such HCIA Stock Option (whether or not vested or exercisable) and (ii) the excess, if any, of the Merger Consideration per share over the exercise price per share of such HCIA Stock Option, such payments to be made at the option of the Acquiror on the Closing Date or as promptly as practicable following the Effective Time and in no event later than ten days following the Closing Date and to be reduced by the amount of withholding or other taxes required by law to be withheld by the Surviving Corporation. Except as provided herein or as otherwise agreed by the parties, the HCIA Stock Plans shall terminate as of the Effective Time, and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of HCIA or any of its subsidiaries shall be divided terminated as of the Effective Time so that on and multiplied, respectively, by after the Conversion Fraction, Effective Time no holder of HCIA Stock Options shall have any option to purchase shares of capital stock or any other equity interest in HCIA and rounded to the nearest whole cent or number, respectively. Purchaser HCIA shall use all exercise its commercially reasonable best efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after following the Effective Time, Purchaser no current or former employee or director shall file have any HCIA Stock Option to purchase shares of the HCIA Common Stock under any HCIA Stock Plan or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent otherwise. Prior to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors (or, if appropriate, any committee administering the HCIA Stock Plans) shall adopt such resolutions or take all such actions necessary on the part of Purchaser as are necessary, subject if necessary, to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) obtaining consents of the Securities Exchange Act (as defined below) to be exempt from the application holders of Section 16(b) of the Securities Exchange ActHCIA Stock Options, to carry out the extent permitted thereunderterms of this Section 2.1(e).

Options. (a) Except as provided in paragraph (b) below with respect Subject to the Company's 1996 Employee Stock Purchase Planprovisions of Section 2.3 hereof, as amended (the "Company ESPP"), at Lessees have the Effective Time, each then outstanding and unexercised option (to make advance rental payments for deposit in the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option Bond Fund to receive, by virtue effect the retirement of the Merger and without any action on Bonds in whole or the redemption in whole or in part of the holder Bonds of any Series, all in accordance with the terms of the Indenture and the related Certificate of Determination of the Series of Bonds to be redeemed (except that no partial retirement or partial redemption of Bonds shall be effected if less than the applicable minimum principal amount of Bonds as set forth in Section 2.3(c) hereof shall remain Outstanding by reason thereof). The Lessees shall further have the option of causing money and/or Defeasance Securities to be deposited in the Bond Fund so long as such deposit shall not cause less than the applicable minimum principal amount of Bonds as set forth in Section 2.3(c) hereof to cease to be Outstanding. The Lessees shall exercise their option to make such advance rental payments by delivering a notice of an Authorized Representative of the Lessees to the Trustee in accordance with the Indenture, options exercisable for shares with a copy to the Agency, setting forth (i) the amount of Purchaser Stock the advance rental payment, ("Purchaser Replacement Options"ii) having the same terms Series of the Bonds to be redeemed, (iii) the principal amount of Bonds Outstanding of such Series requested to be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such amount as shall be permitted in the Indenture), and conditions as (iv) the Company Options (including date on which such terms and conditions as principal amount of Bonds of such Series is to be redeemed. Such date of redemption may be incorporated by reference into any date during the agreements evidencing the Company Options pursuant term of this Agreement (subject to the plans terms of Section 2.3 hereof), and shall be a date sufficient to enable the Trustee to deliver such notice of redemption in the time period required for the respective Series of Bonds being redeemed. Such advance rental payment shall be paid to the Trustee in legal tender on or arrangements pursuant before the redemption date and shall be an amount which, when added to which the amount on deposit in the Bond Fund and available therefor, will be sufficient to pay the Redemption Price of the Bonds of such Company Options were granted) except that Series to be redeemed, together with interest to accrue to the exercise price date of redemption and all reasonable expenses of the Agency, the Trustee, the Bond Registrar and the number of shares issuable upon exercise Paying Agents in connection with such redemption. In the event all Bonds are to be redeemed in whole or otherwise retired, the Lessees shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file further pay or cause to be filed all registration statements paid on Form S-8 or other appropriate form as may be necessary before such redemption date, in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Actlegal tender, to the extent permitted thereunderAgency, the Trustee, the Bond Registrar and the Paying Agents, as the case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement, the Project Agreement and the Indenture, together with all other amounts due and payable under this Agreement, the Project Agreement and the Indenture.

Options. (a) Except as provided in paragraph (b) below with respect Prior to the Effective Time, the board of directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to (i) provide for the cancellation of all outstanding, unexercised and unexpired stock options or similar Rights, whether vested or unvested, to purchase Company Common Stock (each, an “Option”) granted under the Company's 1996 Employee ’s 2004 Stock Purchase Option Plan and the Company’s 2009 Common Stock Incentive Plan, in each case as amended (together, the "Company ESPP"“Option Plans”), effective at the Effective Time, each then outstanding without any payment therefor except as otherwise provided in this Section 1.07 and unexercised option (ii) terminate the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue Plans as of the Merger and without any action on Effective Time. Each In the part Money Option, to the extent unexercised as of the Effective Time, shall thereafter no longer be exercisable but shall entitle the holder thereof, options exercisable for shares in cancellation and settlement therefor, to a cash payment (the “Option Payment”) equal to (x) the amount of Purchaser Stock the excess ("Purchaser Replacement Options"if any) having of (A) the same terms and conditions as the Company Options Pro Rata Fully Diluted Amount minus (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were grantedB) except that the exercise price and per share of Company Common Stock subject to such Option, multiplied by (y) the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient total number of shares of Purchaser Company Common Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause subject to such Option immediately prior to its cancellation (such payment to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale net of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective TimeWithholdings, if any, and without interest). The entire Option Payment shall maintain be payable at the effectiveness of such registration statements (same time, in the same manner, and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) same conditions under which the Company Stockholders receive the Pro Rata Closing Amount. At the Closing, Parent shall deliver to the Company the aggregate amount of the Securities Exchange Act (as defined below) Option Payments and the Company shall pay, or arrange for the Company’s payroll processor to be exempt from pay, to each Company Option Holder, subject to any applicable Withholdings, the application of Option Payment due under this Section 16(b) 1.07 with respect to such Option. Neither the amount delivered by Parent to the Company for payment of the Securities Exchange Act, Option Payments nor the Company’s obligation to make the extent permitted thereunderOption Payments on behalf of Parent shall be taken into account in determining the Estimated Net Working Capital or the Closing Net Working Capital.

Options. (a) Except as provided The Lessee has the option to make advance rental payments for deposit in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue Reimbursement Account of the Merger and without any action on the part of the holder thereof, options exercisable Lease Payments Fund for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary application in connection with the purchase and sale redemption of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Bonds or payment of amounts owed to the Effective TimeBank under the Reimbursement Agreement (or, if the Letter of Credit is no longer in effect and amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the Bond Fund) to effect the retirement of the Bonds in whole or the redemption in whole or in part of the Bonds, all in accordance with the terms of the Indenture; provided, however, that no partial redemption of the Bonds may be effected through advance rental payments hereunder if there shall exist and be continuing an Event of Default hereunder other than Events of Default under Sections 7.1(c) or (f) hereof. The Lessee shall exercise its option to make such advance rental payments by delivering a written notice of an Authorized Representative of the Lessee to the Trustee, the Agency and the Bank not less than forty-five days prior to the date on which the Bonds are to be redeemed, setting forth (i) the amount of the advance rental payment, (ii) the principal amount of Bonds Outstanding requested to be redeemed with such advance rental payment (which principal amount shall be in such minimum amount or integral multiple of such amount as shall be permitted in the Indenture), and (iii) the date on which such principal amount of Bonds are to be redeemed. Such advance rental payment shall maintain be delivered to the effectiveness of such registration statements (and maintain Trustee not less than the current status forty-fifth day preceding the date set for redemption of the prospectus Bonds and shall be paid to the Trustee in legal tender on or prospectuses contained therein) for so long as any before the redemption date and shall be an amount which, when added to the amount on deposit in the Reimbursement Account of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after Lease Payments Fund for application in connection with the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance redemption of such shares Bonds or payment of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject amounts owed to the reporting requirements Bank under the Reimbursement Agreement (or, if the Letter of Section 16(a) Credit is no longer in effect and all amounts owed to the Bank under the Reimbursement Agreement are paid in full, in the Redemption Account of the Securities Exchange Act (as defined belowBond Fund) and available therefor, will be sufficient to pay the Redemption Price of the Bonds to be exempt from redeemed, together with interest to accrue to the application date of Section 16(b) redemption and all expenses of the Securities Exchange ActAgency, the Bond Registrar, the Trustee and the Paying Agents in connection with such redemption. In the event the Bonds are to be redeemed in whole or otherwise retired, the Lessee shall further pay on or before such redemption date, in legal tender, to the extent permitted thereunderAgency, the Trustee, the Bond Registrar, the Tender Agent, the Remarketing Agent, the Bank and the Paying Agents, as the case may be, all fees and expenses owed such party or any other party entitled thereto under this Agreement or the Indenture together with all other amounts due and payable under this Agreement, the other Security Documents, the Remarketing Agreement and the Reimbursement Agreement.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Mason Common Stock under the Mason Stock Plans (each, a "Mason Stxxx Xption"), whether vested xx xxvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converxxx xnto an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Mason Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof United Common Stock exxxx to (a) the number of shares of Mason Common Stock subject to the Mason Stock Option, respectively, by multiplied xx (x) the Conversion Fraction, and Exchange Ratio (such prxxxxx rounded to the nearest whole cent or number) (a "Replacement Option"), respectivelyat an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Mason Common Stock which were purchasable pursuant to such Mason Xxxxx Option divided by (z) the number of full shares of Unxxxx Common Stock subject to such Replacement Option in accordance with the foregoing. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each Mason Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under opxxxx" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Mason shall maintain use its best efforts, including using its best effortx xx obtain any necessary consents from optionees, with respect to the effectiveness of such registration statements (and maintain Mason Stock Plans to permit the current status replacement of the prospectus outstanding Maxxx Xtock Optioxx xx United pursuant to this Section and to permit United to assume the Mason Stock Plans. Mason shall further take all action necessary xx xxend the Mason Xxxxx Plans to eliminate automatic grants or prospectuses contained therein) for so long as any of awards thereunxxx xollowing the Purchaser Replacement Options registered thereunder remain outstandingEffective Time. As soon as practicable after At the Effective Time, Purchaser United shall qualify under applicable state securities laws assume the issuance Mason Stock Plans; provided, that such assumption shall be only ix xxxpect of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that United shall have no obligation with respect to any awards under the Mason Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall haxx xx obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Mason Stock Plans.

Options. (a) Except as provided in paragraph (b) below with respect Immediately prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then the Board of Directors of the Company (or the appropriate committee thereof) shall have adopted such resolutions, taken such actions and obtained any necessary consents as may be required to adjust and implement, effective as of the Effective Time, the Existing Plan Options and the New Plan Options outstanding and unexercised option (immediately prior to the "Company Options"Effective Time into options to acquire Parent Common Stock, as further set forth below. The Existing Plan Options and the New Plan Options so adjusted pursuant to this Section 1.6(d) exercisable for shares of Company Stock shall become fully vested continue to have, and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receivebe subject to, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including vesting terms) set forth in the Company's 1996 Stock Option Plan (the "EXISTING PLAN") or in the Company's 2001 Stock Option Plan to be adopted following the execution of this Agreement, in substantially the form of Exhibit B (the "NEW PLAN"), as applicable, and the option agreements relating thereto, or such terms and conditions other applicable agreement, as may be incorporated by reference into the agreements evidencing the Company Options pursuant in effect immediately prior to the plans or arrangements pursuant to which such Company Options were granted) Effective Time, except that (i) each such adjusted Existing Plan Option and New Plan Option will be exercisable for that number of whole shares of Parent Common Stock equal to the exercise price and product of the number of shares of Company Common Stock that were issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent of such Existing Plan Option or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended New Plan Option (the "Code"whether or not then exercisable or vested) immediately prior to the Effective Time continue multiplied by the Exchange Ratio, rounded down to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient nearest whole number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective TimeParent Common Stock, and shall maintain (ii) the effectiveness of such registration statements (and maintain per share exercise price for the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Parent Common Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board such adjusted Existing Plan Option or New Plan Option shall be equal to the quotient obtained by dividing the exercise price per share of Directors shall take all actions necessary on the part of Purchaser Company Common Stock at which such adjusted Existing Plan Option or New Plan Option was exercisable immediately prior to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject the Exchange Ratio, rounded up to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundernearest whole cent.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, the Company shall cause all outstanding Options, whether or not fully vested or exercisable, to become fully vested and exercisable, and to be terminated and cancelled, at which time each holder of an Option (an “Optionholder”) who has delivered to the Company a duly executed option cancellation agreement, substantially in the form of Exhibit B attached hereto (the “Option Cancellation Agreement”), shall maintain be entitled to receive from the effectiveness Surviving Corporation an amount in cash equal to the sum of (a) the Per Share Portion of the Closing Consideration less (i) the Option Exercise Price pertaining to such share, less (ii) the amount of any applicable Taxes withheld, and less (iii) the Per Share Portion of the Representative Administrative Amount, plus (b) the Per Share Portion of the Escrow Amount to be distributed to Stockholders and Optionholders pursuant to the terms of the Escrow Agreement (less the amount of any applicable Taxes withheld), with no payment of any amount being required when the difference is not a positive number, but such negative amount shall be reduced from such Optionholder’s Per Share Portion in the Escrow Amount, less the amount of any applicable Tax withheld. Buyer shall cause the Surviving Corporation (x) to make timely payment to the appropriate taxing authority or authorities of any amounts withheld from payment to the Optionholders under this Section 2.4 and (y) to forward to the Representative the aggregate amount of the portion of the Representative Administrative Amount attributable to the Optionholders. For any Options for which the Option Exercise Price of such registration statements (and maintain Option is greater than or equal to the current status Per Share Portion of the prospectus or prospectuses contained therein) for so long as any Closing Consideration and Escrow Amount to be distributed to Stockholders and Optionholders pursuant to the terms of the Purchaser Replacement Options registered thereunder remain outstandingEscrow Agreement allocable to such Option, such Option shall be terminated for no consideration. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser The aggregate consideration to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time which Optionholders become entitled pursuant to Purchaser Replacement Options by persons subject this Section 2.4 is collectively referred to herein as the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.“Option Merger

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then all outstanding and unexercised options to purchase shares of Seller Common Stock outstanding immediately prior to the Effective Time under any of the Seller Plans (all such options of an option (holder having the same exercise price, a "Company OptionsSeller Stock Option") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Seller Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof Acquirer Common Stock equal to (a) the number of shares of Seller Common Stock subject to the Seller Stock Option, respectively, multiplied by (b) the Conversion Fraction, and Exchange Ratio (such product rounded up (or down as provided below with respect to "incentive stock options") to the nearest whole cent number) (all such new options of an option holder, a "Replacement Option"), at an exercise price per share (rounded up or numberdown to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Seller Common Stock which were purchasable pursuant to such Seller Stock Option divided by (z) the number of full shares of Acquirer Common Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, respectively. Purchaser shall use all reasonable efforts each Seller Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary adjusted in connection accordance with the purchase and sale requirements of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Section 424 of the Code. At or prior to the Effective Time, and Seller shall maintain take all reasonable action, if any, necessary with respect to the effectiveness of such registration statements (and maintain Seller Plans to permit the current status replacement of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement outstanding Seller Stock Options registered thereunder remain outstandingby Acquirer pursuant to this Section. As soon as practicable after At the Effective Time, Purchaser Acquirer shall qualify assume the Seller Plans; provided, that such assumption shall be only in respect of the Replacement Options resulting from the conversion of Seller Stock Options issued under applicable state securities laws such plans and that Acquirer shall have no obligation with respect to any awards under the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on Seller Plans other than the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant shall have no obligation to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundermake any additional grants or awards under such assumed Seller Plans.

Options. (a) Except as provided in paragraph Following the Effective Time, each outstanding option to purchase shares of Holdings Common Stock shall remain outstanding and unchanged. A-5 6 (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), Effective at the Effective Time, Holdings hereby assumes the Company's obligations with respect to its stock options, as follows. Not later than the Effective Time, each then option to purchase shares of Company Common Stock (each a "Company Stock Option") which is outstanding immediately prior to the Effective Time pursuant to any stock option plan or stock incentive plan of the Company in effect on the Original Execution Date and unexercised option which plan is identified on the Company Disclosure Schedule (the "Company OptionsStock Plans") exercisable for shall become and represent an option to purchase the number of shares of Holdings Common Stock (a "Substitute Company Option"), increased to the nearest whole share, determined by multiplying (i) the number of shares of Company Common Stock shall become fully vested and exercisable subject to such Company Stock Option immediately prior to the Effective Time by (by virtue ii) the Conversion Number, at an exercise price per share of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Holdings Common Stock ("Purchaser Replacement Options"increased to the nearest whole cent) having equal to the exercise price per share of Company Common Stock immediately prior to the Effective Time divided by the Conversion Number. After the Effective Time, except as provided above in this Section 2.6, each Substitute Company Stock Option shall be exercisable upon the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant were applicable to the plans or arrangements pursuant to which such related Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Stock Option immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and each Substitute Company Option shall, subject to the accelerated vesting contemplated by this paragraph, be vested to the extent provided in the related Company Stock Plan or the option agreement with respect to the related Company Stock Option, as the case may be. This Section 2.6 shall maintain be subject to any contrary provision contained in the effectiveness applicable Company Stock Plan or in the option agreement with respect to any Company Stock Option outstanding thereunder, but, subject to the other provisions of such registration statements (this Agreement, prior to the Effective Time, the Company, and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser Holdings shall qualify under applicable state securities laws each use its reasonable best efforts to obtain any necessary consents of the issuance holders of such shares of Purchaser Company Stock issuable upon exercise of Purchaser Replacement OptionsOptions to effect this Section 2.6. Purchaser's Notwithstanding anything to the contrary contained in this Agreement, the Board of Directors shall take all actions necessary on of the part Company (or the Compensation Committee thereof) may, at any time prior to the Effective Time, provide for the acceleration of Purchaser to enable the acquisition vesting of Purchaser Stock, Purchaser Replacement Company Stock Options and subsequent transactions restricted shares of Company Common Stock under the Sportmart, Inc. Restricted Stock Plan in Purchaser Stock after connection with the Merger, provided that such accelerated vesting shall only be applicable to persons (i) whose employment with the Company (or the Surviving Corporation) is terminated by Holdings, the Company or the Surviving Corporation at (or in anticipation of) the Effective Time or thereafter by Holdings or the Surviving Corporation within six months following the Effective Time or thereafter by such persons within six months following the Effective Time under circumstances that constitute "Good Reason" as defined under the Company Severance Plan in effect on the Original Execution Date or (ii) who do not at the Effective Time have at least a comparable position with Holdings and the Surviving Corporation to the position that they had with the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Section, the conversion of Company Stock Options pursuant to Purchaser Replacement any "stock purchase plan" within the meaning of Code section 423 to Substitute Company Options shall be made in accordance with Code section 424(a). (c) There shall be no restrictions on selling shares of Holdings Common Stock acquired pursuant to Substitute Company Options, except as required by persons subject law or pursuant to the reporting requirements Registration Rights Agreement referenced in Section 7.3(h) hereof (the "Registration Rights Agreement"). If such sales are restricted by law, the Substitute Company Options (other than any options pursuant to any "stock purchase plan" within the meaning of Section 16(aCode section 423) shall remain exercisable for a period of at least 90 days (or, if shorter, the remainder of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) term of the Securities Exchange ActSubstitute Company Option, without regard to early termination provisions) after the lapsing of such restriction if such Substitute Company Options were outstanding when the restrictions became applicable to the extent permitted thereunder.selling of shares of Holdings Common Stock acquired pursuant to Substitute Company Options. (d) At the Effective Time, Holdings shall register under the Securities Act on Form S-8 or another appropriate form all Substitute Company Options and all shares of Holdings Common Stock issuable pursuant to all such Options. Section 2.7

Options. (a) Except Effective as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at of the Effective Time, each Option, whether or not then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveor vested, by virtue of the Merger and without any action on the part of the holder thereofshall, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") immediately prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness be cancelled and, in consideration of such registration statements cancellation, the holder of such Option shall be entitled to receive payment by the Surviving Corporation (and maintain subject to the current status Surviving Corporation withholding from each such holder a portion of such amount for any applicable withholding, excise or other applicable Tax) of an amount in cash equal to the product of (a) the excess, if any, of the prospectus or prospectuses contained thereinPer Share Cash Common Merger Consideration over the exercise price of such Option multiplied by (b) the number of shares subject thereto without regard to whether previously vested. Notwithstanding anything to the contrary in this Agreement, to the extent that the exchange of cash for so long as any Options held by a holder would subject such holder to an excise tax pursuant to Section 4999 of the Purchaser Replacement Code, such Options registered thereunder remain outstandingshall not be exchanged for cash unless the requisite approval of the stockholders of the Company pursuant to Section 280G(b)(5)(ii) of the Code is obtained with respect to such exchange for cash. As soon If such stockholder approval is not obtained, then such Options shall not be exchanged for cash as practicable after provided in the first sentence of this Section 3.2, but shall instead be converted/adjusted in accordance with the terms of the applicable Option Plan and any applicable award agreement. Payment by the Surviving Corporation in consideration of cancellation of the Option shall be made at the Closing by wire transfer of immediately available funds to an account that is specified at least two days prior to the Closing by the Company on behalf of each holder of such Options. Buyer Parent shall cause the Surviving Corporation to make timely payment to the appropriate taxing authority or authorities of any amounts withheld from payment to the holders of Options under this Section 3.2. Prior to (but effective at) the Effective Time, Purchaser the Company shall qualify use commercially reasonable efforts to (i) obtain any consents from all holders of Options and (ii) make any amendments to the terms of the Option Plans or any applicable award agreements that, in the case of either clause (i) or (ii), are necessary to give effect to the transactions contemplated by this Section 3.2 and to assure that, as of the Effective Time, the Option Plans shall terminate and all rights under applicable state securities laws any provision of any other plan, program or arrangement providing for the issuance or grant of such shares any other interest in respect of Purchaser Stock issuable upon exercise the capital stock of Purchaser Replacement Optionsthe Company or any Company Subsidiary shall be cancelled. Purchaser's For purposes of the preceding sentence, commercially reasonable efforts shall include (x) accelerating the date of vesting and exercisability of any unexercised and unexpired portion of each Option to a date specified by the Board of Directors shall take all actions necessary on of the part Company prior to the Closing Date and (y) terminating each Option as of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject Date, provided that notice of such termination is given to the reporting requirements of Section 16(a) holder of the Securities Exchange Act (as defined below) Option at least 10 days prior to be exempt from the application of Section 16(b) Closing Date and the holder of the Securities Exchange ActOption shall have the right to exercise so much of the Option as is then vested and exercisable during said 10-day period, including if the Option becomes exercisable due to acceleration of exercisability as provided in clause (x). The Company shall provide notice to each holder of an Option which includes an acknowledgement that, among other things, upon the extent permitted thereundercash-out of the Option as provided for in this Section 3.2, such Option shall be cancelled and the former holders of such Option shall have no further rights with respect to such Option.

Options. (a) Except As soon as provided in paragraph (b) below with respect to practicable following the date of this Agreement, the Company's 1996 Employee Board of Directors (or, if appropriate, any committee administering the Option Plans (as defined below)) shall adopt such resolutions or take such other actions as may be required to effect the following: (i) cause all options to purchase shares of Company Common Stock Purchase Plan, as amended (the collectively "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of granted by the Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue under the Company's stock option plans listed in Section 2.6 of the Merger Company Disclosure Schedule (collectively, the "Option Plans") that remain outstanding immediately prior to the Effective Time to be assumed automatically by Parent and without any action on the part of converted automatically to entitle the holder thereofthereof to subscribe to, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having purchase or acquire from Parent, on the same terms and conditions as the Company Options (including applied under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant Option immediately prior to the plans or arrangements pursuant Effective Time (subject to the acceleration of vesting to the extent provided under the corresponding Option Agreements and/or employment agreements), the number of shares of Parent Common Stock which equals the product of the corresponding Per Share Merger Consideration times the number of shares of Company Common Stock subject to such Company Options were granted) except that Option immediately prior to the Effective Time (rounded to the nearest whole share), at an exercise price per share of Parent Common Stock equal to the exercise price per share of Company Common Stock then specified with respect to such Option divided by the corresponding Per Share Merger Consideration (rounded to the nearest whole cent); provided, however, in the event of any Option which is an incentive stock option as defined in Section 422 of the Code, the aggregate adjusted exercise price of such Option and the number of shares issuable upon exercise to which such Option is exercisable shall be divided and multipliedcomputed in compliance in all respects with the requirements of Section 424(a) of the Code, respectively, by including the Conversion Fraction, and rounded requirements that such adjustments not confer on the holder of any Option any additional benefits not currently provided under the corresponding Option Plan; (ii) make such other changes to the nearest whole cent or numberOption Plans as it deems appropriate to give effect to the Merger (subject to the approval of Parent, respectively. Purchaser which shall use all reasonable efforts to not be unreasonably withheld); (iii) ensure that any Company no action is taken to cash out or redeem Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly ; and (iv) ensure that, after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as no Options may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as granted under any of the Purchaser Replacement Options registered thereunder remain outstandingOption Plan. As soon promptly as practicable after the Effective Time, Purchaser Parent shall qualify under applicable state securities laws the issuance issue to each holder of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options an Option a written instrument evidencing its assumption by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderParent.

Options. (a) Except as provided in paragraph (b) below with respect to Between the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at date of this Agreement and the Effective Time, the Company shall take all necessary action to provide that each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock Option shall become fully vested and exercisable (by virtue immediately prior to the Effective Time. Holders of the Options shall be given the opportunity to exercise their terms) Options, effective immediately prior to the Effective Time and Purchaser shall cause conditioned upon the consummation of the Merger, and thereby to receive the Merger Consideration for each holder share of a Company Option Common Stock subject to receivesuch exercised Options pursuant to Section 2.01. As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holder thereofof any Option, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") each Option outstanding immediately prior to the Effective Time continue that is not exercised pursuant to the preceding sentence and that has a per-share exercise price less than the Merger Consideration (each, a “Cash-Pay Option”), shall be converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of Common Stock subject to such Cash-Pay Option multiplied by (ii) the excess of the Merger Consideration over the per-share exercise price of such Cash-Pay Option, with the aggregate amount of such payment rounded to the nearest cent (the “Option Consideration”), payable to the holder of such Cash-Pay Option, without dividends or interest, less applicable withholding Taxes, in the manner provided in this Section 2.03(b). All such Cash-Pay Options, when so qualify after converted, shall cease to be outstanding and shall automatically be canceled, and each holder of a Certificate representing a Cash-Pay Option shall cease to have any rights with respect to such Cash-Pay Options, except the right to receive the Option Consideration. Parent shall, or shall cause the Company to, pay to holders of Cash-Pay Options the Option Consideration as soon as reasonably practicable following the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Each Option outstanding immediately prior to the Effective TimeTime that has a per-share exercise price equal to or greater than the Merger Consideration shall be canceled, and each holder of a Certificate representing such canceled Option shall maintain cease to have any rights with respect to such Option and shall not be entitled to receive any payment with respect thereto. For purposes of this Agreement, the effectiveness term “Option” means each outstanding unexercised option to purchase shares of such registration statements (and maintain the Common Stock, whether or not then vested or fully exercisable, granted to any current status or former employee, director, consultant or advisor of the prospectus Company or prospectuses contained therein) for so long as any of Subsidiary or any other person, whether under any stock option plan or otherwise (including, without limitation, under the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after Company’s 1998 Stock Option Plan and Amended and Restated 2002 Stock Incentive Plan (collectively, the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser “Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderPlans”)).

Options. (a) Except as provided otherwise agreed to in paragraph writing between HCIA and the holder of any option to purchase shares of HCIA Common Stock (b) below with respect to the Company's 1996 Employee Stock Purchase Plancollectively, as amended (the "Company ESPPHCIA Stock Options"), at and as consented to by Acquiror, in its sole discretion, as of the Effective Time, each outstanding Option granted under the HCIA Stock Plans (as defined in Section 3.2(c)), whether or not then outstanding exercisable, shall be canceled by HCIA, and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue as of the Merger and without any action on Effective Time, the part of the former holder thereof, options exercisable thereof shall be entitled to receive from HCIA in consideration for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant cancellation an amount in cash equal to the plans or arrangements pursuant to which such Company Options were grantedproduct of (i) except that the exercise price and the number of shares issuable upon of HCIA Common Stock previously subject to such HCIA Stock Option (whether or not vested or exercisable) and (ii) the excess, if any, of the Merger Consideration per share over the exercise price per share of such HCIA Stock Option, such payments to be made at the option of the Acquiror on the Closing Date or as promptly as practicable following the Effective Time and in no event later than ten days following the Closing Date and to be reduced by the amount of withholding or other taxes required by law to be withheld by the Surviving LLC. Except as provided herein or as otherwise agreed by the parties, the HCIA Stock Plans shall terminate as of the Effective Time, and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of HCIA or any of its subsidiaries shall be divided terminated as of the Effective Time so that on and multiplied, respectively, by after the Conversion Fraction, Effective Time no holder of HCIA Stock Options shall have any option to purchase shares of capital stock or any other equity interest in HCIA and rounded to the nearest whole cent or number, respectively. Purchaser HCIA shall use all exercise its commercially reasonable best efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after following the Effective Time, Purchaser no current or former employee or director shall file have any HCIA Stock Option to purchase shares of the HCIA Common Stock under any HCIA Stock Plan or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent otherwise. Prior to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors (or, if appropriate, any committee administering the HCIA Stock Plans) shall adopt such resolutions or take all such actions necessary on the part of Purchaser as are necessary, subject if necessary, to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) obtaining consents of the Securities Exchange Act (as defined below) to be exempt from the application holders of Section 16(b) of the Securities Exchange ActHCIA Stock Options, to carry out the extent permitted thereunderterms of this Section 2.1(d).

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), Effective at the Effective Time, each outstanding ------- stock option, stock equivalent right or right to acquire shares of Company Common Stock (each, an "Option") granted under the Company's 1997 Employee Stock ------ Option Plan, as amended, (the "Option Plan"), whether or not then exercisable or ----------- vested, which is outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock immediately prior thereto shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") immediately prior to the Effective Time continue and cease to so qualify after represent a right to acquire shares of Company Common Stock. Each Option shall be converted as of the Effective Time. Purchaser shall take all corporate action necessary Time automatically into an option to reserve for issuance a sufficient number of purchase shares of Purchaser Stock for delivery upon Parent Common Stock, and Parent shall assume each such Option (hereinafter, an "Assumed Option") subject to the exercise terms of Purchaser Replacement Options after the Effective Time. Promptly Option Plan and the agreement -------------- evidencing the grant thereunder of such Option, and all references to the Company in each such Option shall be deemed to refer to Parent, where appropriate; provided, however, that from and after the Effective Time, Purchaser (A) the -------- ------- number of shares of Parent Common Stock purchasable upon exercise of an Assumed Option shall file or cause be equal to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale number of Purchaser shares of Company Common Stock contemplated by that were purchasable under such Purchaser Replacement Options subsequent Assumed Option immediately prior to the Effective TimeTime multiplied by the Majority Shareholder Exchange Ratio, the Public Shareholder Exchange Ratio or the Top-up Public Shareholder Exchange Ratio, as the case may be (whichever forms the basis for determining the Merger Consideration pursuant to Section 2.2(c)) (the "Option Exchange Ratio"), rounded down to the nearest --------------------- whole share, and (B) the per share exercise price under such Assumed Option shall maintain be equal to the effectiveness of quotient obtained by dividing the per share exercise price under such registration statements (and maintain Assumed Option immediately prior to the current status Effective Time by the Option Exchange Ratio rounded up to the nearest cent. Each of the prospectus or prospectuses contained therein) for so long Company, Parent and Merger Sub acknowledges that no Options are "incentive stock options" (as any defined in Section 422 of the Purchaser Replacement Options registered thereunder Code). Except as set forth above, the other provisions of each Assumed Option shall otherwise remain outstandingunchanged. As soon as practicable Parent shall file with the SEC, no later than two (2) business days after the Effective Time, Purchaser shall qualify under applicable state securities laws a registration statement on Form S-8 relating to the issuance of such shares of Purchaser Parent Common Stock issuable upon exercise of Purchaser Replacement with respect to the Assumed Options. Purchaser's Board of Directors shall Parent agrees to use reasonable efforts to take all such actions as are necessary on to provide for the part of Purchaser reservation, issuance and listing Parent Common Stock to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time be issued pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder2.4(a).

Options. (a) Except as provided in paragraph (b) below with respect to During the Company's 1996 Employee Stock Purchase PlanTerm, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise Executive shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded granted options to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient purchase such number of shares of Purchaser the Parent's Class A Common Stock (the "Class A Stock") as is determined by the Parent's Board to be fair and appropriate for delivery an employee in the position of the Executive, after and pursuant to the affirmative recommendation of the Stock Option Committee of the Parent's Board and with due regard for the recommendations of the Executive Chairman of the Parent's Board. Each such option shall have an exercise price equal to the average closing ask and bid price of the Class A Stock on the date of the grant and shall be exercisable for ten years and shall vest on a schedule to be determined by the Parent's Board but in no event shall the vesting schedule exceed the Term hereof; nor shall the terms and conditions of such options (including those terms and conditions described above) be any less favorable than the terms and conditions (other than vesting) applicable to options granted to the other senior executives of the Parent. Notwithstanding the foregoing, in the event that the Executive ceases to be employed by the Employer for any reason whatsoever (including upon death or Total Disability of the Executive) other than as a result of a voluntary termination (that is not a Constructive Termination Without Cause) or termination for Cause, (x) all options granted pursuant to this Section 7.3 shall vest immediately, and (y) the balance of all remaining stock options to be granted during the Term pursuant to this Section 7.3 shall immediately be granted and shall vest immediately at an exercise price per share equal to the lower of (A) the average ask and bid price of the Class A Stock on the date of the relevant event or occurrence and (B) the exercise price of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file last option granted prior to such event or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Timeoccurrence, and the Executive shall maintain retain the effectiveness right to exercise each such option described in clauses (x) and (y) during the remaining original term of each such registration statements (and maintain option. In the current status event of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions a termination following a Change in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act Control (as defined in Section 13.1.2), the exercise price shall be modified as set forth in Section 13.3(b) below) . To the extent required, this Section shall automatically be deemed to be exempt modified in accordance with Section 18.5 to insure that the Executive's rights with respect to acceleration of option grants and acceleration of option vesting are at least as favorable as the rights that from the application of Section 16(b) time to time are generally applicable to other senior executives of the Securities Exchange Act, to Parent at the extent permitted thereunderlevel of regional manager.

Options. In accordance with Section 5.02 hereof, ExecuFirst shall submit to its shareholders for their approval an Amended and Restated Stock Option Plan, in substantially the form attached hereto as Exhibit B (athe "Amended and Restated Surviving Corporation Option Plan"), to provide for the award of long term incentives to (i) Except holders of Republic Stock Options (as provided defined below) immediately prior to the Effective Date, and (ii) the officers and key employees of the Surviving Corporation and its subsidiaries. From and after the Effective Time, all employee and director stock options to purchase shares of Republic Common Stock (each, a "Republic Stock Option"), which are then outstanding and unexercised, shall be converted into and become options to purchase shares of the Surviving Corporation Common Stock, and the Surviving Corporation shall assume each such Republic Stock Option in paragraph accordance with the terms of the plan and agreement by which it is evidenced; provided, however, that from and after the Effective Time (bi) below each such Republic Stock Option assumed by the Surviving Corporation may be exercised solely to purchase shares of the Surviving Corporation Common Stock pursuant to the Amended and Restated Surviving Corporation Option Plan, (ii) the number of shares of the Surviving Corporation Common Stock purchasable upon exercise of such Republic Stock Option shall be equal to the number of shares of Republic Common Stock that were purchasable under such Republic Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounding down to the nearest whole share, with cash being paid for any fractional share interest that otherwise would be purchasable, and (iii) the per share exercise price under each such Republic Stock Option shall be equal to the product of (x) the exercise price of such Republic Stock Option immediately prior to the Effective Date, and (y) the quotient obtained by dividing 1 by the Exchange Ratio, and rounding up to the nearest cent. The terms of each Republic Stock 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 with respect to the Company's 1996 Employee Surviving Corporation Common Stock Purchase Plan, as amended (the "Company ESPP"), at on or subsequent to the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except Date. It is intended that the exercise price and the number of shares issuable upon exercise foregoing assumption shall be divided and multiplied, respectively, by effected in a manner which is consistent with the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under requirements of Section 422 424 of the Internal Revenue Code of 1986, as amended (the "Code") prior ), as to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser any Republic Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act Option that is an "incentive stock option" (as defined below) to be exempt from the application of in Section 16(b) 422 of the Securities Exchange Act, to the extent permitted thereunderCode).

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Central Fidelity Common Stock under the Central Fidelity Stock Plans (each, a "CENTRAL FIDELITY STOCK OPTION"), whether vested or unvested, shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option be converted into an option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and Central Fidelity Stock Option, the number of shares issuable upon exercise shall be divided and multipliedof Wachovia Common Stock equal to (a) the number of shares of Central Fidelity Common Stock subject to the Central Fidelity Stock Option, respectively, multiplied by (b) the Conversion Fraction, and Exchange Ratio (such product rounded down to the nearest whole cent or number) (a "REPLACEMENT OPTION"), respectivelyat an exercise price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of Central Fidelity Common Stock which were purchasable pursuant to such Central Fidelity Stock Option divided by (z) the number of full shares of Wachovia Common Stock subject to such Replacement Option in accordance with the foregoing. Purchaser shall use all reasonable efforts Notwithstanding the foregoing, each Central Fidelity Stock Option which is intended to ensure that any Company Options that qualified as be an "incentive stock options under option" (as defined in Section 422 of the Internal Revenue Code Code) shall be adjusted in accordance with the requirements of 1986, as amended (Section 424 of the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after At the Effective Time, Purchaser Wachovia shall file or cause to assume the Central Fidelity Stock Plans; PROVIDED, that such assumption shall be filed all registration statements on Form S-8 or other appropriate form as may be necessary only in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status respect of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser that Wachovia shall have no obligation with respect to any awards under the Central Fidelity Stock after Plans other than the Effective Time pursuant to Purchaser Replacement Options by persons subject and shall have no obligation to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.make any additional grants or awards under such assumed Central Fidelity Stock Plans. A-28

Options. (a) Except as provided in paragraph (b) below with respect for Immediately Exercisable Options which are exercised on or prior to the Company's 1996 Closing Date, the Parent and the Purchaser agree that on or prior to the Closing Date, the Purchaser shall cause the existing Directors' Stock Option Plan and Employee Stock Purchase Plan, as amended Option Plan of the Company (the "Company ESPPSTOCK OPTION PLANS"), ) to be amended such that each option to purchase Shares (an "OPTION") outstanding under the Stock Option Plans that remains outstanding at the Effective TimeClosing shall be converted into an option to acquire, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having substantially the same terms and conditions as the Company Options were applicable under such Option (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans including, without limitation, any repurchase rights or arrangements pursuant to which such Company Options were granted) vesting provisions), Parent Common Stock, except that the exercise price and the number of shares issuable upon exercise (i) such Option shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure exercisable for that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Parent Common Stock for delivery as is equal to the product of the number of Shares that were issuable upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Option immediately prior to the Effective Time, and shall maintain Closing Date multiplied by the effectiveness of such registration statements (and maintain the current status amount of the prospectus or prospectuses contained thereinConsideration per Share under the Offer and divided by the Weighted Average Closing Price and (ii) the per share exercise price for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Parent Common Stock issuable upon exercise of Purchaser Replacement such converted Option will be equal to the aggregate exercise price for the Shares purchasable pursuant to such Option immediately prior to the Closing Date (converted into US currency based on the Bank of Canada daily noon exchange rate on the Closing Date) divided by the number of full shares of Parent Common Stock purchasable pursuant to (i) above, rounded down to the nearest whole cent. As soon as reasonably practicable after the Closing Date, Parent shall deliver to holders of Options appropriate notice setting forth such holders' rights pursuant hereto. The total number of shares of Parent Common Stock issuable upon exercise of assumed Options is referred to hereinafter as the "TOTAL ASSUMED OPTION SHARES". In the event that the Stock Option Plans may not be amended or does not otherwise permit the Parent to cause the Options to be converted unto options to acquire Parent Company Stock as aforementioned, Parent agrees to offer to all holders of the outstanding Options (for greater certainty, other than Immediately Exercisable Options which are exercised on or prior to the Closing Date), the right to exchange their Options into options issued by the Parent to acquire Parent Common Stock (the "EXCHANGE OPTIONS") on same terms as set forth above. The Selling Shareholders agree if reasonably requested by the Parent and the Purchaser, to cause the Company and if necessary the Company's board of directors, to do all things reasonably requested to facilitate the conversion of the Options into options to acquire Parent Company Stock or as the case may be, to encourage all such holders of outstanding Options to exchange their Options into Exchange Options. Purchaser's Parent shall register the issuance of Parent Common Stock issuable upon exercise of Options or Exchange Options under the SECURITIES ACT of 1933 on a Form S-8 or other available form so as to permit the holders of Options or Exchange Options to resell the Parent Common Stock issuable upon the exercise of the Options or Exchange Options without such holders being obliged to establish a registration statement or prospectus or other similar requirements. The parties agree that the conversion of Options into options to acquire Parent Company Stock or the exchange of Options into Exchange Options by the holders thereof shall constitute an exchange under Sub-Section 7(1.4) of the ITA and will make such minor adjustments as may be required for such purposes. The Selling Shareholders agree to cause the Board of Directors shall take all actions necessary on not to accelerate the part of Purchaser to enable vesting or exercise period for any Option issued under the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderOption Plans.

Options. (a) Except as provided in paragraph (b) below with respect The Company shall take all reasonable commercial actions necessary to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each provide that all then outstanding and unexercised option options to acquire Shares (the "Company Options") granted under the Company's stock option plans referred to in Section 2.14 of the Company Disclosure Letter (as hereinafter defined), each as amended (collectively, the "Company Option Plans"), whether or not then exercisable for shares of Company Stock or vested, shall become fully exercisable and vested and exercisable (by virtue of their terms) and Purchaser no later than immediately prior to the Closing. The Company shall cause take all reasonable commercial actions to enable each holder of a Company Option Options to receive, by virtue of the Merger and without any action on the part of exercise his or her Company Options so as to permit the holder thereof, options exercisable for shares of Purchaser Stock Company Options to tender into the Offer the Shares received upon exercise. The Offer Documents which shall be delivered to each Non-Executive Optionholder ("Purchaser Replacement Options"as hereinafter defined) having the same terms and conditions as the shall include separate provisions pursuant to which each person holding any Company Options (including other than the members of the Company's Board of Directors and the Company's executive officers) (such terms and conditions persons are hereinafter collectively referred to as the "Non-Executive Optionholders") may be incorporated by reference into the agreements evidencing elect to (i) exercise, against delivery to the Company Options pursuant of an undertaking to pay the plans or arrangements pursuant to which such Aggregate Exercise Price (as hereinafter defined) no later than the Closing Date, and otherwise on the terms set forth in this Section 1.6(a), any and all Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multipliedheld by such Non-Executive Optionholder, respectively, by the Conversion Fraction, and rounded such election to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") become effective no later than immediately prior to the Effective Time continue to so qualify after Closing Date and (ii) tender into the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery Offer any Shares received upon the exercise of Purchaser Replacement such Company Options. The Offer Documents delivered to each Non-Executive Optionholder shall require each Non-Executive Optionholder electing to tender Shares received upon exercise of Company Options after in accordance with the Effective Timepreceding sentence to instruct and authorize the disbursing or other agent handling the Offer on behalf of the Company) regarding payment and remittance of the aggregate proceeds (with respect to each Non-Executive Optionholder, the "Aggregate Proceeds") to which such Non-Executive Optionholder shall be entitled with respect to the Shares underlying all such Company Options validly tendered and not withdrawn in the Offer. The Offer Documents shall authorize that (x) there shall be remitted to the Company such Aggregate Proceeds, (y) the Company retain, in satisfaction of the undertaking of such Non-Executive Optionholder, the aggregate exercise price, plus interest, if necessary, payable to the Company upon the exercise of such Company Options (with respect to each Non-Executive Optionholder, the "Aggregate Exercise Price") and (z) the Company remit to the subsidiary of the Company employing such Non-Executive Optionholder (the "Employing Subsidiary") an aggregate amount equal to the difference between the (A) Aggregate Proceeds and (B) Aggregate Exercise Price (the difference between (A) and (B) is hereinafter referred to as the "Net Amount"). Promptly after following receipt of the Effective TimeNet Amount, Purchaser the Employing Subsidiary shall file or cause remit and pay to the Non-Executive Optionholder such amount, net of any applicable taxes payable by such Non-Executive Optionholder (which taxes are required to be filed all registration statements withheld or otherwise paid by the Employing Subsidiary on Form S-8 or other appropriate form as may be necessary behalf of such Non-Executive Optionholder) in connection with the Purchaser's purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain Non-Executive Optionholder's Shares in the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderOffer.

Options. (a) Except as provided in paragraph (b) below with respect Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to (i) provide that the vesting of each stock option or similar Right to purchase Common Stock (an “Option”) heretofore granted under the Company's 1996 Employee Stock Purchase Plan’s Option Plans that is outstanding, as amended unexercised and unexpired immediately prior to the Effective Time shall be accelerated in full so that each such Option is fully vested and exercisable in accordance with the terms of the applicable stock option agreements, (ii) provide for the "Company ESPP")cancellation of all such Options, effective at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereofpayment therefor, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions except as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fractionotherwise provided in this Section 2.03(a), and rounded to (iii) terminate the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified Option Plans as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser Each such Option, to the extent unexercised immediately prior to the Closing, shall take all corporate action necessary thereafter no longer be exercisable but shall entitle each holder thereof, in cancellation and settlement therefor, to reserve for issuance a sufficient payment in cash (the “Option Payment”) equal to (1) the total number of shares of Purchaser Common Stock for delivery upon subject to such Option immediately prior to its cancellation multiplied by (2) the amount of the excess (if any) of (A) the Common Equivalent Value over (B) the exercise price per share of Purchaser Replacement Options after Common Stock subject to such Option. Such Option Payment shall be net of Withholdings, if any, and without interest. Immediately prior to the Effective TimeClosing, the Parent shall deliver to the Company or, if so directed by the Company, the Company’s payroll processor, the aggregate amount of the Option Payments and the Company shall pay, or arrange for the Company’s payroll processor to pay, to each Option Holder, net of any applicable Withholdings, the Option Payment with respect to such Option. Promptly after There shall be no adjustment to the Effective TimeCompany’s Estimated or Closing Net Working Capital in respect of the Parent, Purchaser shall file the Company or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary the Company’s payroll processor making the Option Payments and paying the Withholdings in connection accordance with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent foregoing. Prior to the Effective Time, and the Company shall maintain provide notice (subject to reasonable review by Parent) to each holder of Options describing the effectiveness treatment of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of accordance with this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder2.03.

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, whether or not then exercisable, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser CMS Common Stock ("Purchaser Replacement Options"each, a “CMS Stock Option”) having shall be assumed by Customers. Each CMS Stock Option assumed by Customers will continue to have, and be subject to, the same terms and conditions as the Company Options (including of such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant option immediately prior to the plans or arrangements pursuant Effective Time, except for administrative changes and changes to which such Company Options were grantedthe holder consents, and provided that (i) except that the exercise price and the number of shares issuable upon exercise of Customers Common Stock to be subject to such CMS Stock Option shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded equal to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 product of the Internal Revenue Code number of 1986, as amended (shares of CMS Common Stock subject to the "Code") CMS Stock Option immediately prior to the Effective Time continue and the Exchange Ratio, provided that any fractional shares of Customers Common Stock resulting from such multiplication shall be rounded down to the nearest whole share and (ii) the exercise price per share of Customers Common Stock shall be equal to the exercise price per share of CMS Common Stock under the original CMS Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. The assumption and conversion of CMS Stock Options under this Section 3.05 shall be implemented in accordance with Code Section 424(a) so qualify as not to constitute a modification, extension or renewal of the CMS Stock Option within the meaning of Code Section 424(h). CMS and Customers shall take all action that may be necessary (under the CMS Bancorp, Inc. 2007 Stock Option Plan or otherwise) to effectuate the provisions of this Section 3.05. Customers shall take all actions necessary to ensure that any current directors of CMS are not required to exercise any CMS Stock Option after the Effective TimeTime so long as they elect to join and remain on the Xxxxxx Valley Advisory Board. Purchaser Customers has reserved and shall take all corporate action necessary continue to reserve for issuance a sufficient number of adequate shares of Purchaser Customers Common Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Timeany assumed CMS Stock Option. Promptly As soon as practicable after the Effective Time, Purchaser if it has not already done so, and to the extent Customers shall have a registration statement in effect or an obligation to file or cause to be filed all a registration statements statement on Form S-8 S-3 or S-8, as the case may be (or any successor or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Timeforms), and Customers shall use its reasonable efforts to maintain the effectiveness of such registration statements statement (and to maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain such assumed CMS Stock Option remains outstanding. As soon as practicable after the Effective Time, Purchaser Customers shall qualify under applicable state securities laws deliver to the issuance participants holding assumed CMS Stock Options reasonable notice of such the foregoing events (including designation of the number of shares and exercise price as adjusted as of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderTime).

Options. (a) Except as provided in paragraph (b) below with respect Parent will not assume, continue, or substitute for any Company Options. Each outstanding Company Option not exercised prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then whether vested or unvested, will be cancelled and extinguished at the Effective Time for no consideration. Prior to the Effective Time, the Company will take all action necessary to effect the transactions anticipated by this Section 2.8.1 under any outstanding and unexercised Company Option, including any actions required by the applicable stock option plan under which the Company Option was granted, including without limitation providing any required notices (the "Company Options") exercisable for shares or obtaining waivers of Company Stock shall become fully vested and exercisable (by virtue of their termsany such required notices) and Purchaser shall cause each holder obtaining any required consents. Notwithstanding anything to the contrary in this Agreement: (a) the Company may loan to all or certain holders of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the in-the-money Company Options (including such terms and conditions “Optionees”) as may be incorporated by reference into the agreements evidencing Board of Directors of the Company may determine in its discretion, an amount sufficient to enable each such Optionee to pay the exercise price(s) of Company Options held by such Optionee as of the Effective Time (the aggregate amount of all such loans, the “Aggregate Optionee Note Amount”), pursuant to the plans a form of promissory note which has been provided to Parent for its review and approval (with such approval not being unreasonably withheld, delayed or arrangements pursuant to conditioned) and which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, has been approved by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 Board of Directors of the Internal Revenue Code of 1986Company (collectively, “Optionee Notes”); and (b) the Company may amend, as amended (applicable, the "Code") Company Stock Incentive Plans and each applicable Company Option prior to the Effective Time continue to so qualify after for the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number purpose of shares of Purchaser Stock for delivery upon facilitating the exercise of Purchaser Replacement Company Options after by Optionees pursuant to such Optionee Notes as the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act Company shall deem necessary or appropriate in its discretion (any such amendments, collectively, “Plan Amendments”). The Aggregate Optionee Note Amount shall be repaid as defined below) to be exempt from contemplated by Section 2.5.1(d), and the application terms of Section 16(b) of the Securities Exchange Act, to the extent permitted thereundereach Optionee Note shall specifically require and authorize such automatic repayment.

Options. Each CWS Stock Option (aas herein defined) Except to purchase CWS Common Shares as provided set forth in paragraph Schedule 2.3(b) of the CWS Disclosure Letter (bas defined herein) below with respect that is outstanding immediately prior to the Company's 1996 Employee REIT Merger Effective Time and that is held by a former employee of CWS, any CWS Subsidiary or their Affiliates or by any person whose employment with CWS, any CWS Subsidiary or their Affiliates is terminated as of the REIT Merger Effective Time shall be satisfied and cancelled at the REIT Merger Effective Time and, in the case of each such satisfied and cancelled CWS Stock Purchase PlanOption, each holder thereof shall be entitled to receive (subject to any withholding required by law), as amended soon as practicable but in no event later than five business days following the REIT Merger Effective Time, an amount, if any, equal to (i) the "Company ESPP")Cash Amount Per Share, at minus (ii) the exercise price of the CWS Stock Option, multiplied by (iii) the number of CWS Common Shares subject to the CWS Stock Option. Notwithstanding the foregoing, if the exercise price of any CWS Stock Option exceeds the Cash Amount Per Share, no cash shall be paid with regard to such CWS Stock Option to the holder of such CWS Stock Option and any such CWS Stock Options shall automatically be canceled. As of the REIT Merger Effective Time, each then CWS Stock Option to purchase CWS Common Shares as set forth in Schedule 2.3(b) of the CWS Disclosure Letter that is outstanding immediately prior to the REIT Merger Effective Time and unexercised that is not described in the preceding sentence, whether vested or unvested, shall be converted to an option (the a "Company OptionsSubstituted Option") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receiveacquire, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including were applicable under such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant CWS Stock Option, that number of shares of CHATEAU Common Stock equal to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, CWS Common Shares subject to the CWS Stock Option immediately prior to the REIT Merger Effective Time multiplied by the Conversion Fraction, and Exchange Ratio (rounded down to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts ) at an exercise price per share (rounded up to ensure that any Company Options that qualified as incentive stock options the nearest cent) equal to the exercise price per share under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") CWS Stock Option immediately prior to the REIT Merger Effective Time continue to so qualify after divided by the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderRatio.

Options. (a) Except At the Effective Time, each Company Stock Option shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase shares of Acquiror Common Stock, and Acquiror shall assume each such Company Stock Option subject to the terms thereof; provided, however, that from and after the Effective Time, (i) the number of shares of Acquiror Common Stock purchasable upon exercise of such Company Stock Option shall be equal to the number of shares of Company Common Stock that were purchasable under such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price of each such Company Stock Option by the Exchange Ratio, and rounding down to the nearest cent. The terms of each Company Stock 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 with respect to Acquiror Common Stock on or subsequent to the Effective Date. Notwithstanding the foregoing, each Company Stock Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. Accordingly, with respect to any incentive stock options, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded down to the nearest cent. (b) In order to effectuate the adjustment of the Company Stock Options provided for in the proviso to Section 3.04(a), the Company represents and warrants to, and agrees with, the Acquiror that the Company (or as appropriate, the Company Board) shall take all action required to be taken such that (i) holders of Stock Options issued under the Company's Incentive Stock Option Plan will not receive the cash payment for such Stock Options as provided in paragraph the second sentence of Section 10 of such Plan (bwhich shall be effected) below either by resolving that this Agreement and the transactions contemplated hereby (including the Company Meeting and any Merger) do not constitute a "Change of Control" for purposes of such Section or by taking such other action with the prior consent of Acquiror, provided that such other action is taken prior to the date on which a "Change of Control" would otherwise occur in the absence of the Company Board resolution to the contrary) and (ii) under Section 11 of the Company's Incentive Stock Option Plan, at the Effective Time, all Company Stock Options shall be adjusted as provided in Section 3.04(a) (and shall not be canceled in exchange for payment as contemplated by clause (ii) of the first sentence of that Section). Notwithstanding any other provision in this Agreement, the Company shall be permitted to take such action or to cause such action to be taken as may be required for each Company Stock Option (x) to fully vest and become immediately exercisable at the Effective Time and (y) to remain exercisable after the Effective Time for the remaining term of such Company Stock Option, in both cases notwithstanding the action of the Company referred to in the first sentence of this Section 3.04(b). (c) At or prior to the Effective Time, the Company shall take all action necessary with respect to the Company's 1996 Employee Incentive Stock Purchase Option Plan to permit the assumption of the then outstanding Company Stock Options by Acquiror pursuant to this Section. The Company shall take all action necessary, including obtaining any required consents from optionees, to provide that following the Effective Time no participant in the Company's Incentive Stock Option Plan or other plans, programs or arrangements of the Company or any of its Subsidiaries shall have any right thereunder to acquire equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to permit Acquiror to assume the Company's Incentive Stock Option Plan. The Company shall further take all action necessary to amend the Company's Incentive Stock Option Plan to eliminate automatic grants or awards thereunder, as amended (if any, following the "Company ESPP"), at Effective Time. At the Effective Time, each then outstanding and unexercised option (Acquiror shall assume the "Company Options") exercisable for shares Company's Incentive Stock Option Plan; provided, that such 8 13 assumption shall be only in respect of the assumed Company Stock Options and that Acquiror shall become fully vested and exercisable have no obligation with respect to any awards under the Company's Incentive Stock Option Plan other than the assumed Company Stock Options or to make any additional grants or awards under such assumed plan. (by virtue of their termsd) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after the Effective Time. Purchaser The Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Purchaser Acquiror Common Stock for delivery upon pursuant to the exercise terms set forth in this Section 3.04. Subject to any applicable limitations under the Securities Act, Acquiror shall either (i) file a registration statement on Form S-8 (or any successor form), effective as of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall with respect to the shares of Acquiror Common Stock issuable upon exercise of the Stock Options, or (ii) file or cause any necessary amendments to be the Company's previously filed all registration statements statement(s) on Form S-8 or other appropriate form as may in order that the Acquiror will be necessary deemed a "successor registrant" thereunder, and, in connection with either event the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Acquiror shall use its reasonable best efforts to the Effective Time, and shall maintain the effectiveness of such registration statements statement(s) (and maintain the current status of the prospectus or prospectuses contained thereinrelating thereto) for so long as any of the Purchaser Replacement Options registered thereunder such options shall remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder.ARTICLE IV

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at At the Effective Time, whether or not then exercisable, each then outstanding and unexercised option (the "Company Options") exercisable for to purchase shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser CMS Common Stock ("Purchaser Replacement Options"each, a “CMS Stock Option”) having shall be assumed by Customers. Each CMS Stock Option assumed by Customers will continue to have, and be subject to, the same terms and conditions as the Company Options (including of such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant option immediately prior to the plans or arrangements pursuant Effective Time, except for administrative changes and changes to which such Company Options were grantedthe holder consents, and provided that (i) except that the exercise price and the number of shares issuable upon exercise of Customers Common Stock to be subject to such CMS Stock Option shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded equal to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 product of the Internal Revenue Code number of 1986, as amended (shares of CMS Common Stock subject to the "Code") CMS Stock Option immediately prior to the Effective Time continue and the Exchange Ratio, provided that any fractional shares of Customers Common Stock resulting from such multiplication shall be rounded down to the nearest whole share and (ii) the exercise price per share of Customers Common Stock shall be equal to the exercise price per share of CMS Common Stock under the original CMS Stock Option immediately prior to the Effective Time divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest whole cent. The assumption and conversion of CMS Stock Options under this Section 3.05 shall be implemented in accordance with Code Section 424(a) so qualify as not to constitute a modification, extension or renewal of the CMS Stock Option within the meaning of Code Section 424(h). CMS and Customers shall take all action that may be necessary (under the CMS Bancorp, Inc. 2007 Stock Option Plan or otherwise) to effectuate the provisions of this Section 3.05. Customers shall take all actions necessary to ensure that any current directors of CMS are not required to exercise any CMS Stock Option after the Effective TimeTime so long as they elect to join and remain on the Hxxxxx Valley Advisory Board. Purchaser Customers has reserved and shall take all corporate action necessary continue to reserve for issuance a sufficient number of adequate shares of Purchaser Customers Common Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Timeany assumed CMS Stock Option. Promptly As soon as practicable after the Effective Time, Purchaser if it has not already done so, and to the extent Customers shall have a registration statement in effect or an obligation to file or cause to be filed all a registration statements statement on Form S-8 S-3 or S-8, as the case may be (or any successor or other appropriate form as may be necessary in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Timeforms), and Customers shall use its reasonable efforts to maintain the effectiveness of such registration statements statement (and to maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain such assumed CMS Stock Option remains outstanding. As soon as practicable after the Effective Time, Purchaser Customers shall qualify under applicable state securities laws deliver to the issuance participants holding assumed CMS Stock Options reasonable notice of such the foregoing events (including designation of the number of shares and exercise price as adjusted as of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderTime).

Options. (a) Except as provided in paragraph (b) below with respect Immediately prior to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective TimeClosing Date, each then outstanding Optionholder shall exercise his Options and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company shall immediately thereafter repurchase from each Optionholder all Units acquired by such Optionholder upon exercise of all of such Optionholder's Options for an amount equal to such Optionholders pro rata portion (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant equal to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable Units issued to him upon exercise of his Options divided by the total number of Units issued to all Optionholders upon exercise of their Options) of the aggregate consideration to be paid to all of the Optionholders which shall be determined according to the following formula: (.15 multiplied by the Purchase Price divided and multipliedby .85) minus $3,088,235. The amount (such amount in respect of each Optionholder, respectively, such Optionholder's "Net Option Consideration") set forth opposite each such Optionholder's name in Exhibit C-1 under the column entitled "Net Option Consideration to be Received by Equityholder" shall equal the amount determined according to the preceding sentence less the aggregate exercise price for all Options exercised by such Optionholder, and such amount shall be subject to adjustment under Section 2.5 in respect of the Estimated Tangible Net Book Value. The Company shall effect such repurchase such that 90% of the Net Option Consideration paid to each Optionholder shall be paid in cash by the Conversion Fraction, and rounded Company to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Optionholder prior to the Effective Time continue Closing, and 10% shall be payable in the form of a promissory note of the Company (each, an "Optionholder Exchange Note"). At the Closing, Buyer shall exchange for such Optionholder Exchange Note of the Company a promissory note of Buyer substantially in the form of Exhibit D-1. Such promissory notes payable to so qualify after the Effective Time. Purchaser shall take all corporate action necessary Optionholders are referred to reserve for issuance a sufficient number of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form herein as may be necessary in connection "Optionholder Notes" and collectively with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long Seller Notes as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder."

Options. (a) Except As promptly as provided practicable following the Closing, the Surviving Corporation shall pay to each holder of any Vested Option an amount of cash in paragraph (b) below with respect thereof equal to the Company's 1996 Employee product of (i) the excess of the Estimated Common Stock Purchase PlanConsideration over the exercise price per share of Common Stock for which such Vested Option is exercisable, as amended and (ii) the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for number of shares of Common Stock subject to such Vested Option (such gross amount of cash, the “Estimated Option Consideration”). The payment of Estimated Option Consideration by the Company Stock shall become fully vested and exercisable (by virtue be net of their terms) and Purchaser shall cause applicable withholding taxes, if any. In addition, each holder of a Company Vested Option shall be entitled to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable receive for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to each share for which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") Vested Option is exercisable immediately prior to the Effective Time continue (A) any applicable payment pursuant to so qualify after the provisions of Section 2.9(c)(i) hereof, and (B) a Pro Rata Portion of any amounts payable, directly or indirectly, to the Company Securityholders from the Escrow Agreement pursuant to the terms hereof and the Escrow Agreement. Any such payments made from the Escrow Agreement on behalf of the Vested Options shall be made to the Surviving Corporation (on behalf of the then former holders of Vested Options), and the Surviving Corporation shall use the funds received from the Escrow Agreement to promptly make the applicable payments to the then former holders of Vested Options, net of applicable withholding taxes, if any. No payments shall be made by the Parent, Newco, the Company or the Surviving Corporation to any holder of Options which are unvested as of the Effective Time. Purchaser For purposes of clarification, under this Section 2.13(a) the holder of the Warrant shall take all corporate action necessary to reserve for issuance be treated as a sufficient number holder of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective TimeVested Options, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary and, in connection with the purchase and sale of Purchaser Stock Merger, the Warrant shall not be exercised, but shall be converted solely into the right to receive the consideration contemplated by such Purchaser Replacement Options subsequent to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder2.13(a).

Options. (a) Except as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), Effective at the Effective Time, each outstanding stock option, stock equivalent right or right to acquire shares of Company Common Stock (each, an "Option") granted under the Company's 1997 Employee Stock Option Plan, as amended, (the "Option Plan"), whether or not then exercisable or vested, which is outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock immediately prior thereto shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") immediately prior to the Effective Time continue and cease to so qualify after represent a right to acquire shares of Company Common Stock. Each Option shall be converted as of the Effective Time. Purchaser shall take all corporate action necessary Time automatically into an option to reserve for issuance a sufficient number of purchase shares of Purchaser Stock for delivery upon Parent Common Stock, and Parent shall assume each such Option (hereinafter, an "Assumed Option") subject to the exercise terms of Purchaser Replacement Options after the Effective Time. Promptly Option Plan and the agreement evidencing the grant thereunder of such Option, and all references to the Company in each such Option shall be deemed to refer to Parent, where appropriate; provided, however, that from and after the Effective Time, Purchaser (A) the number of shares of Parent Common Stock purchasable upon exercise of an Assumed Option shall file or cause be equal to be filed all registration statements on Form S-8 or other appropriate form as may be necessary in connection with the purchase and sale number of Purchaser shares of Company Common Stock contemplated by that were purchasable under such Purchaser Replacement Options subsequent Assumed Option immediately prior to the Effective TimeTime multiplied by the Majority Shareholder Exchange Ratio, the Public Shareholder Exchange Ratio or the Top-up Public Shareholder Exchange Ratio, as the case may be (whichever forms the basis for determining the Merger Consideration pursuant to Section 2.2(c)) (the "Option Exchange Ratio"), rounded down to the nearest whole share, and (B) the per share exercise price under such Assumed Option shall maintain be equal to the effectiveness of quotient obtained by dividing the per share exercise price under such registration statements (and maintain Assumed Option immediately prior to the current status Effective Time by the Option Exchange Ratio rounded up to the nearest cent. Each of the prospectus or prospectuses contained therein) for so long Company, Parent and Merger Sub acknowledges that no Options are "incentive stock options" (as any defined in Section 422 of the Purchaser Replacement Options registered thereunder Code). Except as set forth above, the other provisions of each Assumed Option shall otherwise remain outstandingunchanged. As soon as practicable Parent shall file with the SEC, no later than two (2) business days after the Effective Time, Purchaser shall qualify under applicable state securities laws a registration statement on Form S-8 relating to the issuance of such shares of Purchaser Parent Common Stock issuable upon exercise of Purchaser Replacement with respect to the Assumed Options. Purchaser's Board of Directors shall Parent agrees to use reasonable efforts to take all such actions as are necessary on to provide for the part of Purchaser reservation, issuance and listing Parent Common Stock to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time be issued pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of this Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunder2.4(a).

Options. At the First Effective Time, each outstanding option to purchase shares of Galaxy Class A Common Stock (a“Option”) Except (whether vested or unvested) shall be deemed fully vested and shall be canceled, and each holder of an Option shall be entitled to receive in exchange therefor, subject to any withholding Taxes, a portion of the Final Merger Consideration equal to the product of (i) the number of Galaxy Shares for which such Option is exercisable and (ii) the amount by which the value of the Final Per Share Merger Consideration (with the value of Parent Shares and Warrants determined with reference to the Parent Average Trading Price and the Warrant Value, respectively) exceeds the per share exercise price of such Option, if any (the “Option Consideration”); provided, that any Option granted under the Stock Plan shall, in lieu of the foregoing and as provided of immediately prior to the First Effective Time, be deemed fully vested, be deemed exercised in paragraph full and be converted into the number of Galaxy Shares, rounded down to the nearest whole share (beach, an “Option Share”), having a fair market value (as reasonably determined by the Galaxy Board utilizing the Parent Average Trading Price and the Warrant Value) below equal to the Option Consideration that would have otherwise been payable in respect of such Option under this Section 2.1(b). Each Option Share shall be treated as an issued and outstanding Galaxy Share for all purposes hereunder, except that the holder of an Option Share shall not be required hereunder to deliver a Letter of Transmittal or surrender share certificates in respect of such Option Share prior to receiving any portion of the Closing Date Merger Consideration payable in respect of such Option Share and shall instead deliver, as a condition precedent to the receipt of the Closing Date Merger Consideration, an Optionholder Release Agreement prior to the Closing. From and after the First Effective Time, each holder of Options converted into the right to receive the Option Consideration which were not granted under the Stock Plan (“Non-Compensatory Options”) shall be required, as a condition precedent to the receipt of the Option Consideration, to surrender the document or agreement evidencing such Non-Compensatory Option (or an affidavit of loss in form and substance satisfactory to Parent related thereto) and deliver an optionholder release agreement in the form attached hereto as Exhibit C (the “Optionholder Release Agreement”). At or after the First Effective Time, upon surrender of such document or agreement evidencing a Non-Compensatory Option or its loss by the holder of such Non-Compensatory Option together with an Optionholder Release Agreement, the holder of such Non-Compensatory Option shall be entitled to receive in exchange therefor, without interest, the Option Consideration (or, in the event that such surrender occurs prior to the Closing Date, then at the Closing). The Option Consideration shall be paid to the Option holders in the same proportion of cash, Parent Shares and Warrants as the Final Per Share Merger Consideration is paid to holders of Galaxy Class A Common Stock, and the holders of Non-Compensatory Options may elect by written notice to Parent to receive the cash portion of the Option Consideration either by check or wire transfer of immediately available funds. With respect to any Option Shares, (A) the cash portion of the Closing Date Class A Per Share Merger Consideration shall be paid, subject to any applicable withholding Taxes on the deemed exercise with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP"), at the Effective Time, each then outstanding and unexercised option (the "Company Options") exercisable for shares of Company Stock shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause each holder of a Company Option to receive, by virtue total value of the Closing Date Class A Per Share Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectivelyConsideration, by the Conversion FractionFinal Surviving Company utilizing its payroll system as promptly as practicable, but in any event on the date of payment during the first full payroll cycle following the First Effective Time and rounded to (B) the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 Parent Shares and Warrant portions of the Internal Revenue Code Closing Date Merger Consideration shall be delivered on the Closing Date; provided, that if the cash portion of 1986, as amended (the "Code") prior Closing Date Merger Consideration paid in respect of an Option Share is less than the amount of Taxes required to be withheld and the Effective Time continue to so qualify after the Effective Time. Purchaser shall take all corporate action necessary to reserve for issuance a sufficient number holder of shares of Purchaser Stock for delivery upon the exercise of Purchaser Replacement Options after the Effective Time. Promptly after the Effective Time, Purchaser shall file such Option Share does not pay or cause to be filed all registration statements on Form S-8 or other appropriate form as may paid to Parent in cash the remaining amount of Taxes required to be necessary in connection withheld, Parent shall withhold from such holder’s Closing Date Merger Consideration a number of Parent Shares the value of which (determined by reference to the Parent Average Trading Price) when combined with the purchase cash portion of the Closing Date Merger Consideration paid to such holder equals the amount required to be withheld and sale shall cause the full amount of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent Taxes required to be withheld to be timely paid over to the Effective Time, and shall maintain the effectiveness of such registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as any of the Purchaser Replacement Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject to the reporting requirements of Section 16(a) of the Securities Exchange Act (as defined below) to be exempt from the application of Section 16(b) of the Securities Exchange Act, to the extent permitted thereunderappropriate Governmental Entity.

Options. (aAll outstanding RedChip Options as of the date of this Agreement are set forth on Schedule 2.6(c) attached hereto. Each outstanding RedChip Option granted under the RedChip Stock Option Plan shall, in accordance with the terms of the RedChip Stock Option Plan, at the Effective Time, become fully vested and exercisable at the exercise price and for the number of shares of RedChip Stock set forth in the respective RedChip Stock Option Agreements under which they were granted. Any shares of RedChip Stock for which such RedChip Options are exercised prior to the Effective Time shall be deemed to be issued and outstanding immediately prior to the Effective Time, even if certificates evidencing such RedChip Stock have not been issued by RedChip and, at the Effective Time, such shares of RedChip Stock shall be converted into Merger Shares in accordance with Section 2.6 hereof, subject to the provisions of Section 2.6(h) hereof, related to fractional shares. Except to the extent exercised prior to the Effective Time as provided in paragraph (b) below with respect to the Company's 1996 Employee Stock Purchase Plan, as amended (the "Company ESPP")foregoing sentence, at the Effective Time, each then outstanding RedChip Option shall terminate and unexercised option (shall cease to represent the "Company Options") exercisable for right to acquire shares of Company Stock RedChip Stock. FRT shall become fully vested and exercisable (by virtue of their terms) and Purchaser shall cause grant to each holder of a Company Option to receive, by virtue of the Merger and without any action on the part of the holder thereof, options exercisable for shares of Purchaser Stock ("Purchaser Replacement Options") having the same terms and conditions as the Company RedChip Options (including such terms and conditions as may be incorporated by reference into the agreements evidencing the Company who did not exercise his or her RedChip Options pursuant to the plans or arrangements pursuant to which such Company Options were granted) except that the exercise price and the number of shares issuable upon exercise shall be divided and multiplied, respectively, by the Conversion Fraction, and rounded to the nearest whole cent or number, respectively. Purchaser shall use all reasonable efforts to ensure that any Company Options that qualified as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") prior to the Effective Time continue to so qualify after (and which were terminated at the Effective Time. Purchaser shall take all corporate action necessary ) options (the "Substitute Options") to reserve for issuance a sufficient purchase the number of shares of Purchaser FRT Stock for delivery upon as the exercise holder of Purchaser Replacement such RedChip Options after would have been entitled to receive pursuant to the Effective Time. Promptly after the Effective Time, Purchaser shall file or cause to be filed all registration statements on Form S-8 or other appropriate form as may be necessary Merger had such holder exercised such RedChip Options in connection with the purchase and sale of Purchaser Stock contemplated by such Purchaser Replacement Options subsequent full immediately prior to the Effective Time, and shall maintain at a price per share equal to the effectiveness result of dividing the per share exercise price of such registration statements RedChip Option by the Exchange Ratio (rounded to the nearest full cent); provided, however, the parties hereto acknowledge that any Substitute Options issued pursuant to the FRT Stock Option Plan shall be subject to stockholder approval which may be required in order to increase the number of shares available pursuant to awards granted under the FRT Stock Option Plan. In the event that FRT does not obtain stockholder approval to increase its option pool under the FRT Stock Option Plan, FRT shall grant the Substitute Options pursuant to individual stock option agreements, and maintain not pursuant to the current status of the prospectus or prospectuses contained thereinFRT Stock Option Plan. The Substitute Options shall vest as follows: (i) for so long as any of the Purchaser Replacement RedChip Options registered thereunder remain outstanding. As soon as practicable after the Effective Time, Purchaser shall qualify under applicable state securities laws the issuance of such shares of Purchaser Stock issuable upon exercise of Purchaser Replacement Options. Purchaser's Board of Directors shall take all actions necessary on the part of Purchaser which were vested immediately prior to enable the acquisition of Purchaser Stock, Purchaser Replacement Options and subsequent transactions in Purchaser Stock after the Effective Time pursuant to Purchaser Replacement Options by persons subject (without regard to the reporting acceleration of vesting due to the Merger), the Substitute Options shall be immediately exercisable at the time of grant and (ii) for the RedChip Options which were unvested immediately prior to the Effective Time (without regard to the acceleration of vesting due to the Merger), the Substitute Options shall vest over the shorter period of (x) the two year period beginning at the Effective Time and (y) the vesting schedule of the original RedChip Options (without regard to any acceleration thereof). Notwithstanding the foregoing, the number of and the per share exercise price of each RedChip Option which is an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 16(a) 424 of the Securities Exchange Act (Code, as defined below) necessary in order for such RedChip Option to be exempt from the application an "incentive stock option." Accordingly, with respect to any incentive stock options, fractional shares of Section 16(b) of the Securities Exchange Act, FRT Stock shall be rounded down to the extent permitted thereundernearest whole number of shares and, where necessary, the per share exercise price shall be rounded up to the nearest cent."