Common use of Stock Option Plans Clause in Contracts

Stock Option Plans. (a) Prior to the Effective Time, but subject to the consummation of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common Stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction of a share), (iii) the per share exercise price under each such option shall be adjusted by dividing the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a).

Stock Option Plans. (a) Prior to Cancellation of Options and Unvested Stock. At the Effective Time, but subject each then outstanding option (including stock purchase rights and unrestricted stock awards) to the consummation purchase or acquire shares of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding Common Stock under the Company's 1988 1989 Senior Executive Stock Option Plan, 1993 1989 Employee Incentive Stock Plan, as amended, and 1995 Director Executive Incentive Stock Option Plan, as amended 1994 Employee Incentive Stock Plan and 1994 Incentive Compensation Plan (collectively, the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Sharesor otherwise as set forth on Schedule 4.1(b), whether or not then exercisable or vested (collectively, the "Options"), and Parent shall assume each share of not yet vested restricted stock granted under any such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued ("Unvested Stock") shall be canceled and shall represent the stock option agreement by which it is evidenced. From and after right to receive the Effective Time, following consideration in settlement thereof as follows: (i) as to all Options, for each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares share of Company Common Stock subject to such option immediately prior Option, including any additional shares subject thereto by reason of their terms upon consummation of the "change of control" resulting from the Merger, such holder shall receive an amount (subject to any applicable withholding tax) in cash equal to the Effective Time multiplied by difference between the Exchange Ratio, rounding down to the nearest whole per share (with cash, less the applicable exercise price, being payable for any fraction of a share), (iii) Merger Consideration and the per share exercise price under of such Option to the extent such difference is a positive number (such amount in cash being hereinafter referred to as the "Option Consideration"), and (ii) as to the holders of Unvested Stock identified in Schedule 3.5(a), for each such option shall be adjusted by dividing share of Unvested Stock, cash in an amount equal to the product of (x) the number of shares of Unvested Stock and (y) the per share exercise price under Merger Consideration (such option by amount in cash being hereinafter referred to as the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term"Unvested Stock Consideration"); provided, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVERhowever, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to any person subject to Section 16(a) of the options assumed by Parent in accordance with this Exchange Act, any such Option Consideration or Unvested Stock Consideration shall not be payable until the first date payment can be made without liability to such person under Section 2.5(a)16(b) of the Exchange Act, but shall be paid as soon as practicable thereafter. Upon consummation of the Offer, all Options shall immediately vest and become exercisable.

Stock Option Plans. (a) Prior to At the Effective Time, but subject the terms of each outstanding option granted by DHS to purchase shares of DHS Common Stock (a "DHS STOCK OPTION") under the consummation 1992 Stock Option Plan of the MergerDHS, the Board 1995 Nonqualified Stock Option Plan of Directors DHS, the 1995 Incentive Stock Option Plan of the Company DHS, and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 1997 Nonqualified Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended Plan of DHS (collectively, the "Stock Option PlansDHS OPTION PLANS"), whether vested or unvested, shall be converted into and become rights with respect adjusted as necessary to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after provide that at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common DHS Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be fully vested pursuant to the terms of the DHS Option Plans and shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such DHS Stock Option, the same number of shares of MAI Common Stock as the holder of such DHS Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the Exchange Ratioproviso to Section 1.02(a)(iii)) had such holder exercised such DHS Stock Option in full immediately prior to the Effective Time, rounding down at a price per share of MAI Common Stock (subject to any express price adjustments contained in the subject DHS Stock Option) equal to (i) the aggregate exercise price for the shares of DHS Common Stock otherwise purchasable pursuant to such DHS Stock Option, divided by (ii) the aggregate number of shares of MAI Common Stock deemed purchasable pursuant to such DHS Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that, after aggregating all the shares of a holder subject to DHS Stock Options, any fractional share of MAI Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"QUALIFIED STOCK OPTIONS"), less the applicable exercise option price, being payable for any fraction the number of a share)shares purchasable pursuant to such option, (iii) and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)Code.

Stock Option Plans. At the Effective Time, all unexercised and unexpired options to purchase Hycor Common Stock (a“Hycor Options”) Prior then outstanding under any stock option plan of Hycor, including the Hycor Biomedical Inc. 2001 Stock Option Plan, the Hycor Biomedical Inc. 1992 Incentive Stock Plan, the Hycor Biomedical Inc. Nonqualified Stock Option Plan for Non-Employee Directors, as amended, and any other plan, agreement or arrangement (collectively, the “Hycor Option Plans”), whether or not then exercisable (all of which are set forth in Section 1.6(c) of the Hycor Disclosure Schedule), will be assumed by Stratagene. Each Hycor Option so assumed by Stratagene under this Agreement will continue to have, and be subject to, the same terms and conditions (including, except as set forth in the last sentence of this Section 1.6(c), vesting schedule) as set forth in the applicable Hycor Option Plan and any agreements thereunder immediately prior to the Effective Time, but subject to the consummation of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide except that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each option assumed by Parent Hycor Option will be exercisable (or will become exercisable in accordance with this Section 2.5(aits terms) may be exercised solely for Parent Shares, (ii) the that number of Parent Shares subject to each such option shall be whole shares of Stratagene Common Stock equal to the product of the number of shares of Company Hycor Common Stock subject to that were issuable upon exercise of such option Hycor Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounding rounded down to the nearest whole share number of shares of Stratagene Common Stock, and (with cash, less the applicable exercise price, being payable for any fraction of a share), (iiiii) the per per-share exercise price under for the shares of Stratagene Common Stock issuable upon exercise of each such option shall assumed Hycor Option will be adjusted equal to the quotient determined by dividing the exercise price per share exercise price under of Hycor Common Stock at which such option Hycor Option was exercisable immediately prior to the Effective Time by the Exchange Ratio and rounding Ratio, rounded up to the nearest cent and (iv) any restriction on the exercise whole cent. The conversion of any Hycor Options to which Section 421(a) of the Code applies into options to purchase Stratagene Common Stock shall be made in a manner consistent with Section 424(a) of the Code so as not to constitute a “modification” of such option Hycor Options within the meaning of Section 424 of the Code. Each such converted Hycor Option shall continue in full force remain subject to the terms and effect conditions of the Hycor Option Plan pursuant to which such Hycor Option was granted and the term, exercisability, vesting schedule and other provisions agreement evidencing the grant of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)Hycor Option.

Stock Option Plans. (ai) Prior to At the Effective Time, but subject to the consummation of the Merger, the Board of Directors Parent shall assume (y) all stock option plans of the Company and (the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "“Company Stock Option Plans")”) and (x)(i) all options to acquire Company Common Stock under the Company Stock Option Plans that are outstanding immediately prior to the Effective Time and that have an exercise price per share that is not less than the Per Share Merger Consideration and not more than $1.96, shall be converted into whether or not exercisable and become rights with respect whether or not vested, except options granted prior to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this AgreementAgreement to A. Xxxxx Xxxxxx or Xxxxxxxx X. Xxxxxxxxx, and (ii) all options to acquire Company Common Stock granted pursuant to Section 5.01(a) hereof (the “Assumed Company Stock Options”). The Company’s repurchase right with respect to any unvested shares acquired by the exercise of the options granted under a Company Stock Option Plan under which it was issued (the “Company Stock Options”) shall be assigned to Parent without any further action on the part of the Company or the holders of such unvested shares. Each Assumed Company Stock Option will continue to have, and be subject to, the stock same terms and conditions of such option agreement by which it is evidenced. From and after immediately prior to the Effective TimeTime (including, without limitation, any repurchase rights or vesting provisions), except that (iA) each option assumed by Parent Assumed Company Stock Option will be exercisable (or will become exercisable in accordance with this Section 2.5(aits terms) may be exercised solely for Parent Shares, (ii) the that number of whole shares of Parent’s common stock, par value $0.01 per share (“Parent Shares subject Common Shares”), rounded down to each such option shall be the nearest whole share, equal to (x) the number of shares of Company Common Stock subject to such option Assumed Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such Assumed Company Stock Option will be equal to (x) the exercise price per share of such Assumed Company Stock Option in effect immediately prior to the Effective Time multiplied divided by (y) the Option Exchange RatioRatio (the exercise price per share, rounding down as so determined, being rounded upward to the nearest whole share full cent). At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Stock Option Plans to give effect to the foregoing provisions of this Section 2.04(a). It is the intention of the parties that each Assumed Company Stock Option shall qualify following the Effective Time as an incentive stock option as defined in section 422 of the Code (with cash, less “ISO”) to the applicable exercise price, being payable for any fraction extent permitted under section 422 of a share), (iii) the per share exercise price under each Code and to the extent such option shall be adjusted by dividing the per share exercise price under such qualified as an incentive stock option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent prior to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a).

Stock Option Plans. (a) Prior to As soon as practicable following the Effective Time, but subject to the consummation date of the Mergerthis Agreement, the Board of Directors of the Company and (or, if appropriate, any committee administering the committee appointed by Stock Option/Purchase Plans (as defined below)) shall adopt such resolutions or take such other actions as are required, if any, to adjust the Board terms of all outstanding stock options to administer purchase shares of the Company Common Stock ("Stock Options") heretofore granted under any stock option, stock purchase, restricted stock unit or stock appreciation rights plan, program or arrangement of the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under , including, without limitation, the Company's 1988 Restated 1985 Stock Option Plan, 1993 Incentive the Santa Fe 1995 Employee Stock Plan, as amended, and 1995 Director Option Plan, as amended and the Santa Fe 1995 Stock Option Plan for Non-Employee Directors (collectively, the "Stock Option Option/Purchase Plans")) as is necessary to provide that each Stock Option outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be immediately converted as of the Effective Time into and become rights with respect the right to purchase from Parent Sharesthe Option Conversion Number (as defined below) of shares of Parent Common Stock (each, and Parent shall assume each an "Adjusted Option"). Each Adjusted Option will have substantially the same terms as the Stock Option to which it is related, including the same vesting schedule (other than to the extent accelerated pursuant to the terms of such option Stock Option, Stock Option/Purchase Plans or in accordance with the present terms (as in effect as of any employment agreements existing on the date of this Agreement) hereof, which Stock Option shall remain exercisable following the Effective Time in accordance with the provisions of the Stock Option Plan under which it was issued granted), except for its exercise price and the stock option agreement number and kind of shares subject thereto. The exercise price of any Adjusted Option (the "Adjusted Exercise Price") shall be an amount equal to the exercise price of the Stock Option related to such Adjusted Option as of the date of this Agreement divided by which it is evidencedthe Exchange Ratio. From and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely The "Option Conversion Number" for Parent Shares, (ii) the number of Parent Shares subject to each such option any Adjusted Option shall be equal to the number of shares of Company Common purchasable pursuant to the Stock subject Option related to such option immediately prior to Adjusted Option as of the Effective Time date of this Agreement multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction . No certificates or scrip representing fractional shares of a share), (iii) the per share exercise price under each such option Parent Common Stock shall be adjusted by dividing the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on issued upon the exercise of any Adjusted Option, and no fractional share interest will entitle the owner thereof to vote or to any rights of a stockholder of Parent. Each holder of any Adjusted Option who exercises such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, Adjusted Option in accordance with its termsterms and this Agreement who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Adjusted Options delivered by such holder on the date such Adjusted Options are exercised) shall receive, be subject in lieu thereof, cash (without interest) in an amount equal to further adjustment such fractional part of a share of Parent Common Stock multiplied by the closing price of Parent Common Stock on the Nasdaq National Market System (as appropriate to reflect reported by The Wall Street Journal or, if not reported thereby, any stock dividend, subdivision, reclassification, split-up, combination or other authoritative source) on the like subsequent to trading date immediately preceding the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)date such Adjusted Options are exercised.

Stock Option Plans. (a) Prior to At the Effective Time, but subject to Xxxxxxx shall, if necessary, have amended (and Shire and the consummation Surviving Corporation shall have approved and adopted, respectively) each of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate Xxxxxxx Option Plans to provide that each option outstanding under of the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), Options shall be converted into assumed by Shire (or the Surviving Corporation) and become rights with respect made applicable to Parent Shares, and Parent the purchase of Ordinary Shares as provided in this Section 6.1. Shire shall assume or replace such Options (or fraction thereof) so that each holder of an Option (an "Optionee") shall have such option in accordance with Optionee's Option apply to that number of Ordinary Shares (adjusted to the terms (as in effect as nearest whole share) equal to the product of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each all Options of such option shall be equal to the number of shares of Company Common Stock subject to such option Optionee immediately prior to the Effective Time multiplied and (ii) the Exchange Ratio. The exercise price per share for each Optionee's Options (adjusted to the nearest xxxxx) assumed or replaced will equal the old exercise price per share of Common Stock divided by the Exchange Ratio; provided, rounding down however, that in the case of any Option to which Section 421 of the nearest whole share Code continues to apply by reason of its qualification under Section 422 of the Code (with cash"incentive stock options"), less the applicable exercise option price, being payable for any fraction the number of a share), (iii) shares purchasable pursuant to such option and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424(a) of the per share exercise price under such option Code and the regulations promulgated thereunder. Without limiting the foregoing, the duration and other terms of each assumed or replaced Option immediately after the Effective Time (unless otherwise agreed in writing by the Exchange Ratio and rounding up Optionee with respect to a particular Option) shall be the nearest cent and (iv) any restriction on same as the exercise of any such option shall continue corresponding Options that were in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after immediately before the Effective Time, a registration statement on Form S-8 relating except that all references to Parent Shares issuable Xxxxxxx in the Xxxxxxx Option Plans (and the corresponding references in each option agreement documenting each such Option) shall be deemed to be references to Shire or the Surviving Corporation, as applicable; provided, however, that the exercise price with respect to each Ordinary Share shall not be less than the options assumed by Parent in accordance with this Section 2.5(a)nominal value of (pound)0.05 thereof. Xxxxxxx will terminate its Employee Stock Purchase Plan prior to the closing and extinguish all rights thereunder.

Stock Option Plans. (a) Prior to the Effective TimeDesigns, but subject to the consummation Inc. is not offering, as part of the Mergeroffer, the Board of Directors to purchase any of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option options outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amendedstock option plans, and 1995 Director Option Plantenders of such options will not be accepted. All option exercises must be effected through Designs, as amended (collectively, Inc. A holder of options who wishes to participate in the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each offer must exercise such option option(s) in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From plans or stock option agreements, and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each then tender such option shall be equal shares pursuant to the number offer. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason. Holders of options may not use the Letter of Transmittal to direct the tender of shares issuable upon exercise of Company Common Stock subject options. Questions with respect to such option immediately tendering shares issuable upon exercise of options should be directed to Xxxxxx Xxxxxxxxx, Secretary of Designs, Inc. In no event are any options to be delivered to the Depositary in connection with a tender of shares hereunder. In order for shares issuable upon exercise of options to be timely tendered prior to the Effective Time multiplied by the Exchange RatioExpiration Date, rounding down to the nearest whole share (with cash, less the applicable holders of options must exercise price, being payable for any fraction of a share), (iii) the per share exercise price under each such option shall be adjusted by dividing the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, options no later than 5 business days after 5:00 p.m., Eastern time, on December 12, 2000, unless extended. Tendering Stockholder's Representation and Warranty; Company's Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Effective TimeSecurities Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender shares for such person's own account unless at the time of tender and at the Expiration Date such person has a registration statement on Form S-8 relating "net long position" equal to Parent Shares issuable with respect or greater than the amount tendered in (1) the shares and will deliver or cause to be delivered such shares for the purpose of tender to Designs, Inc. within the period specified in the offer or (2) other securities immediately convertible into, exercisable for or exchangeable into shares ("Equivalent Securities") and, upon the acceptance of such tender, will acquire such shares by conversion, exchange or exercise of such Equivalent Securities to the options assumed extent required by Parent the terms of the offer and will deliver or cause to be delivered such shares so acquired for the purpose of tender to Designs, Inc. within the period specified in accordance the offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of shares made pursuant to any method of delivery set forth herein will constitute the tendering stockholder's representation and warranty to Designs, Inc. that (1) such stockholder has a "net long position" in shares or Equivalent Securities being tendered within the meaning of Rule 14e-4 and (2) such tender of shares complies with this Section 2.5(a)Rule 14e-4. Designs, Inc.'s acceptance for payment of shares tendered pursuant to the offer will constitute a binding agreement between the tendering stockholder and Designs, Inc. upon the terms and subject to the conditions of the offer.

Stock Option Plans. (a) Prior to At the Effective Time, but subject the terms of each outstanding option granted by MAI to purchase shares of MAI Common Stock (a "MAI STOCK OPTION") under the consummation 1994 Amended and Restated Long Term Incentive Plan of MAI (the Merger"MAI OPTION PLAN"), the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans whether vested or unvested, shall use its best efforts to take all action reasonably be adjusted as necessary or appropriate to provide that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common MAI Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be fully vested pursuant to the terms of the MAI Option Plan and shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such MAI Stock Option, the same number of shares of DHS Common Stock as the holder of such MAI Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the Exchange Ratioproviso to Section 1.02(a)(iii)) had such holder exercised such MAI Stock Option in full immediately prior to the Effective Time, rounding down at a price per share of DHS Common Stock equal to (i) the aggregate exercise price for the shares of MAI Common Stock otherwise purchasable pursuant to such MAI Stock Option, divided by (ii) the aggregate number of shares of DHS Common Stock deemed purchasable pursuant to such MAI Stock Option (each, as so adjusted, an "ADJUSTED OPTION"); provided that, after aggregating all the Shares of a holder subject to MAI Stock Options, any fractional share of DHS Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"QUALIFIED STOCK options"), less the applicable exercise option price, being payable for any fraction the number of a share)shares purchasable pursuant to such option, (iii) and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)Code.

Stock Option Plans. (a) Prior to At or before the Effective Time, but subject Elcotel and TSG shall take such action as may be required to effect the consummation following: the terms of each outstanding option granted by TSG to purchase shares of TSG Common Stock (a "TSG Stock Option") under the MergerTSG 1994 Omnibus Stock Plan (the "Omnibus Plan"), the Board of Directors of TSG 1995 Employee Stock Purchase Plan (the Company "Stock Purchase Plan") and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 TSG 1995 Non-Employee Director Stock Option Plan (the "Director Plan," together with the Omnibus Plan and the Stock Purchase Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock TSG Option Plans"), whether vested or unvested, shall be converted into and become rights with respect adjusted as necessary to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after provide that at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common TSG Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such TSG Stock Option, the same number of shares of Elcotel Common Stock as the holder of such TSG Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such TSG Stock Option in full immediately prior to the Effective Time, at a price per share of Elcotel Common Stock equal to (i) the aggregate exercise price for the shares of TSG Common Stock otherwise purchasable pursuant to such TSG Stock Option divided by (ii) the Exchange Ratioaggregate number of shares of Elcotel Common Stock deemed purchasable pursuant to such TSG Stock Option (each, rounding down as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to TSG Stock Options) any fractional share of Elcotel Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"qualified stock options"), less the applicable exercise option price, being payable for any fraction the number of a share), (iii) shares purchasable pursuant to such option and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a).Code;

Stock Option Plans. (a) Prior to At the Effective Time, but subject the terms of each outstanding option granted by MAI to purchase shares of MAI Common Stock (a "MAI Stock Option") under the consummation 1994 Amended and Restated Long Term Incentive Plan of MAI (the Merger"MAI Option Plan"), the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans whether vested or unvested, shall use its best efforts to take all action reasonably be adjusted as necessary or appropriate to provide that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), shall be converted into and become rights with respect to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common MAI Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be fully vested pursuant to the terms of the MAI Option Plan and shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such MAI Stock Option, the same number of shares of DHS Common Stock as the holder of such MAI Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the Exchange Ratioproviso to Section 1.02(a)(iii)) had such holder exercised ------- such MAI Stock Option in full immediately prior to the Effective Time, rounding down at a price per share of DHS Common Stock equal to (i) the aggregate exercise price for the shares of MAI Common Stock otherwise purchasable pursuant to such MAI Stock Option, divided by (ii) the aggregate number of shares of DHS Common Stock deemed purchasable pursuant to such MAI Stock Option (each, as so adjusted, an "Adjusted Option"); provided that, after aggregating all the Shares of a holder -------- subject to MAI Stock Options, any fractional share of DHS Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"qualified stock options"), less the applicable exercise option price, being payable for any fraction the number of a share)shares purchasable pursuant to such option, (iii) and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)Code.

Stock Option Plans. (a) Prior to As soon as practicable following the Effective Time, but subject to the consummation date of the Mergerthis Agreement, the Board of Directors of the Company and (or, if appropriate, any committee administering the committee appointed by Stock Option/Purchase Plans (as defined below)) shall adopt such resolutions or take such other actions as are required, if any, to adjust the Board terms of all outstanding stock options to administer purchase shares of the Company Common Stock ("STOCK OPTIONS") heretofore granted under any stock option, stock purchase, restricted stock unit or stock appreciation rights plan, program or arrangement of the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under , including, without limitation, the Company's 1988 Restated 1985 Stock Option Plan, 1993 Incentive the Santa Fe 1995 Employee Stock Plan, as amended, and 1995 Director Option Plan, as amended and the Santa Fe 1995 Stock Option Plan for Non-Employee Directors (collectively, the "STOCK OPTION/PURCHASE PLANS") as is necessary to provide that each Stock Option Plans")outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be immediately converted as of the Effective Time into and become rights with respect the right to purchase from Parent Sharesthe Option Conversion Number (as defined below) of shares of Parent Common Stock (each, and Parent shall assume each an "ADJUSTED OPTION"). Each Adjusted Option will have substantially the same terms as the Stock Option to which it is related, including the same vesting schedule (other than to the extent accelerated pursuant to the terms of such option Stock Option, Stock Option/Purchase Plans or in accordance with the present terms (as in effect as of any employment agreements existing on the date of this Agreement) hereof, which Stock Option shall remain exercisable following the Effective Time in accordance with the provisions of the Stock Option Plan under which it was issued granted), except for its exercise price and the stock option agreement number and kind of shares subject thereto. The exercise price of any Adjusted Option (the "ADJUSTED EXERCISE PRICE") shall be an amount equal to the exercise price of the Stock Option related to such Adjusted Option as of the date of this Agreement divided by which it is evidencedthe Exchange Ratio. From and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely The "OPTION CONVERSION NUMBER" for Parent Shares, (ii) the number of Parent Shares subject to each such option any Adjusted Option shall be equal to the number of shares of Company Common purchasable pursuant to the Stock subject Option related to such option immediately prior to Adjusted Option as of the Effective Time date of this Agreement multiplied by the Exchange Ratio, rounding down to the nearest whole share (with cash, less the applicable exercise price, being payable for any fraction . No certificates or scrip representing fractional shares of a share), (iii) the per share exercise price under each such option Parent Common Stock shall be adjusted by dividing the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on issued upon the exercise of any Adjusted Option, and no fractional share interest will entitle the owner thereof to vote or to any rights of a stockholder of Parent. Each holder of any Adjusted Option who exercises such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, Adjusted Option in accordance with its termsterms and this Agreement who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Adjusted Options delivered by such holder on the date such Adjusted Options are exercised) shall receive, be subject in lieu thereof, cash (without interest) in an amount equal to further adjustment such fractional part of a share of Parent Common Stock multiplied by the closing price of Parent Common Stock on the Nasdaq National Market System (as appropriate to reflect reported by THE WALL STREET JOURNAL or, if not reported thereby, any stock dividend, subdivision, reclassification, split-up, combination or other authoritative source) on the like subsequent to trading date immediately preceding the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)date such Adjusted Options are exercised.

Stock Option Plans. (ai) Prior to At the Effective Time, but subject to the consummation of the Merger, the Board of Directors Parent shall assume (y) all stock option plans of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Company Stock Option Plans")) and (x)(i) all options to acquire Company Common Stock under the Company Stock Option Plans that are outstanding immediately prior to the Effective Time and that have an exercise price per share that is not less than the Per Share Merger Consideration and not more than $1.96, shall be converted into whether or not exercisable and become rights with respect whether or not vested, except options granted prior to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this AgreementAgreement to A. Xxxxx Xxxxxx or Xxxxxxxx X. Xxxxxxxxx, and (ii) all options to acquire Company Common Stock granted pursuant to Section 5.01(a) hereof (the "Assumed Company Stock Options"). The Company's repurchase right with respect to any unvested shares acquired by the exercise of the options granted under a Company Stock Option Plan under which it was issued (the "Company Stock Options") shall be assigned to Parent without any further action on the part of the Company or the holders of such unvested shares. Each Assumed Company Stock Option will continue to have, and be subject to, the stock same terms and conditions of such option agreement by which it is evidenced. From and after immediately prior to the Effective TimeTime (including, without limitation, any repurchase rights or vesting provisions), except that (iA) each option assumed by Parent Assumed Company Stock Option will be exercisable (or will become exercisable in accordance with this Section 2.5(aits terms) may be exercised solely for Parent Shares, (ii) the that number of whole shares of Parent's common stock, par value $0.01 per share ("Parent Shares subject Common Shares"), rounded down to each such option shall be the nearest whole share, equal to (x) the number of shares of Company Common Stock subject to such option Assumed Company Stock Option multiplied by (y) the Option Exchange Ratio; and (B) the per share exercise price for the Parent Common Shares issuable upon exercise of such Assumed Company Stock Option will be equal to (x) the exercise price per share of such Assumed Company Stock Option in effect immediately prior to the Effective Time multiplied divided by (y) the Option Exchange RatioRatio (the exercise price per share, rounding down as so determined, being rounded upward to the nearest whole share full cent). At or before the Effective Time, the Company shall cause to be effected any necessary amendments to the Company Stock Option Plans to give effect to the foregoing provisions of this Section 2.04(a). It is the intention of the parties that each Assumed Company Stock Option shall qualify following the Effective Time as an incentive stock option as defined in section 422 of the Code (with cash, less "ISO") to the applicable exercise price, being payable for any fraction extent permitted under section 422 of a share), (iii) the per share exercise price under each Code and to the extent such option shall be adjusted by dividing the per share exercise price under such qualified as an incentive stock option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent prior to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a).

Stock Option Plans. (a) Prior to At the Effective Time, but subject to Xxxxxxx shall, ------------------ if necessary, have amended (and Shire and the consummation Surviving Corporation shall have approved and adopted, respectively) each of the Merger, the Board of Directors of the Company and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate Xxxxxxx Option Plans to provide that each option outstanding under of the Company's 1988 Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock Option Plans"), Options shall be converted into assumed by Shire (or the Surviving Corporation) and become rights with respect made applicable to Parent Shares, and Parent the purchase of Ordinary Shares as provided in this Section 6.1. Shire shall assume or replace such Options (or fraction thereof) so that each holder of an Option (an "Optionee") shall have such option in accordance with -------- Optionee's Option apply to that number of Ordinary Shares (adjusted to the terms (as in effect as nearest whole share) equal to the product of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each all Options of such option shall be equal to the number of shares of Company Common Stock subject to such option Optionee immediately prior to the Effective Time multiplied and (ii) the Exchange Ratio. The exercise price per share for each Optionee's Options (adjusted to the nearest xxxxx) assumed or replaced will equal the old exercise price per share of Common Stock divided by the Exchange Ratio; provided, rounding down however, that in -------- ------- the case of any Option to which Section 421 of the nearest whole share Code continues to apply by reason of its qualification under Section 422 of the Code (with cash"incentive stock --------------- options"), less the applicable exercise option price, being payable for any fraction the number of a share), (iii) shares purchasable pursuant to such ------- option and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424(a) of the per share exercise price under such option Code and the regulations promulgated thereunder. Without limiting the foregoing, the duration and other terms of each assumed or replaced Option immediately after the Effective Time (unless otherwise agreed in writing by the Exchange Ratio and rounding up Optionee with respect to a particular Option) shall be the nearest cent and (iv) any restriction on same as the exercise of any such option shall continue corresponding Options that were in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after immediately before the Effective Time, a registration statement on Form S-8 relating except that all references to Parent Shares issuable Xxxxxxx in the Xxxxxxx Option Plans (and the corresponding references in each option agreement documenting each such Option) shall be deemed to be references to Shire or the Surviving Corporation, as applicable; provided, however, that the exercise price with respect to each Ordinary Share -------- ------- shall not be less than the options assumed by Parent in accordance with this Section 2.5(a)nominal value of (Pounds)0.05 thereof. Xxxxxxx will terminate its Employee Stock Purchase Plan prior to the closing and extinguish all rights thereunder.

Stock Option Plans. (a) Prior to 1. At or before the Effective Time, but subject Elcotel and TSG shall take such action as may be required to effect the consummation following: the terms of each outstanding option granted by TSG to purchase shares of TSG Common Stock (a "TSG Stock Option") under the MergerTSG 1994 Omnibus Stock Plan (the "Omnibus Plan"), the Board of Directors of TSG 1995 Employee Stock Purchase Plan (the Company "Stock Purchase Plan") and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 TSG 1995 Non-Employee Director Stock Option Plan (the "Director Plan," together with the Omnibus Plan and the Stock Purchase Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended (collectively, the "Stock TSG Option Plans"), whether vested or unvested, shall be converted into and become rights with respect adjusted as necessary to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after provide that at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common TSG Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such TSG Stock Option, the same number of shares of Elcotel Common Stock as the holder of such TSG Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such TSG Stock Option in full immediately prior to the Effective Time, at a price per share of Elcotel Common Stock equal to (i) the aggregate exercise price for the shares of TSG Common Stock otherwise purchasable pursuant to such TSG Stock Option divided by (ii) the Exchange Ratioaggregate number of shares of Elcotel Common Stock deemed purchasable pursuant to such TSG Stock Option (each, rounding down as so adjusted, an "Adjusted Option"); provided that (after aggregating all the Shares of a holder subject to TSG Stock Options) any fractional share of Elcotel Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"qualified stock options"), less the applicable exercise option price, being payable for any fraction the number of a share), (iii) shares purchasable pursuant to such option and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a).Code;

Stock Option Plans. (a) Prior to At the Effective Time, but subject the terms of each outstanding option granted by DHS to purchase shares of DHS Common Stock (a "DHS Stock Option") under the consummation 1992 Stock Option Plan of the MergerDHS, the Board 1995 Nonqualified Stock Option Plan of Directors DHS, the 1995 Incentive Stock Option Plan of the Company DHS, and the committee appointed by the Board to administer the Company's stock option plans shall use its best efforts to take all action reasonably necessary or appropriate to provide that each option outstanding under the Company's 1988 1997 Nonqualified Stock Option Plan, 1993 Incentive Stock Plan, as amended, and 1995 Director Option Plan, as amended Plan of DHS (collectively, the "Stock DHS Option Plans"), whether vested or unvested, shall be converted into and become rights with respect adjusted as necessary to Parent Shares, and Parent shall assume each such option in accordance with the terms (as in effect as of the date of this Agreement) of the Stock Option Plan under which it was issued and the stock option agreement by which it is evidenced. From and after provide that at the Effective Time, (i) each option assumed by Parent in accordance with this Section 2.5(a) may be exercised solely for Parent Shares, (ii) the number of Parent Shares subject to each such option shall be equal to the number of shares of Company Common DHS Stock subject to such option Option outstanding immediately prior to the Effective Time multiplied shall be fully vested pursuant to the terms of the DHS Option Plans and shall be deemed to constitute and shall become an option to acquire, on the same terms and conditions as were applicable under such DHS Stock Option, the same number of shares of MAI Common Stock as the holder of such DHS Stock Option would have been entitled to receive pursuant to the Merger (including, if applicable, after giving effect to the adjustments contemplated by the Exchange Ratioproviso to Section ------- 1.02(a)(iii)) had such holder exercised such DHS Stock Option in full immediately prior to the Effective Time, rounding down at a price per share of MAI Common Stock (subject to any express price adjustments contained in the subject DHS Stock Option) equal to (i) the aggregate exercise price for the shares of DHS Common Stock otherwise purchasable pursuant to such DHS Stock Option, divided by (ii) the aggregate number of shares of MAI Common Stock deemed purchasable pursuant to such DHS Stock Option (each, as so adjusted, an "Adjusted Option"); provided that, after aggregating all the shares of a holder subject to DHS Stock -------- Options, any fractional share of MAI Common Stock resulting from such calculation for such holder shall be rounded up to the nearest whole share and provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code (with cash"qualified stock options"), less the applicable exercise option price, being payable for any fraction the number of a share)shares purchasable pursuant to such option, (iii) and the per share terms and conditions of exercise price under each of such option shall be adjusted by dividing determined in order to comply with Section 424 of the per share exercise price under such option by the Exchange Ratio and rounding up to the nearest cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; PROVIDED, HOWEVER, that each option assumed by Parent in accordance with this Section 2.5(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock dividend, subdivision, reclassification, split-up, combination or the like subsequent to the Effective Time. Parent shall file with the Commission, no later than 5 business days after the Effective Time, a registration statement on Form S-8 relating to Parent Shares issuable with respect to the options assumed by Parent in accordance with this Section 2.5(a)Code.