Common use of STOCK OPTIONS; ESPP Clause in Contracts

STOCK OPTIONS; ESPP. (a) At the Effective Time, Parent shall cause any Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested and whether or not the exercise price of such Company Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iii) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding up to the nearest whole cent, and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the express terms (as in effect on the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the

STOCK OPTIONS; ESPP. (a) At Prior to the Effective Time, Parent Company shall take, or shall cause any to be taken, all actions necessary, including, without limitation, the amendment of the Company Option that is Stock Plans (as defined in Section 3.1(b)) effective as of the Effective Time described in Section 2.1(d) of the Company Disclosure Schedules (as defined in Section 3.1), to terminate (to the extent applicable), effective as of the Effective Time, the Company Stock Plans as to future grants and to cause each option to purchase Common Shares (each, a “Company Option”) outstanding and unexercised immediately prior to the Effective Time, whether vested or not vested unvested, to be canceled at the Effective Time and whether to thereafter represent the right to receive, at the Effective Time or not the exercise price of such Company Option is as soon as practicable thereafter, but in excess no event later than March 15, 2011, in full satisfaction of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (as in effect as rights of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Timeholder with respect thereto, an amount in cash equal to (i) each Company Option assumed by Parent may be exercised solely for shares the product of Parent Common Stock, (iiA) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be equal to the number of shares of Company Common Stock Shares subject to such Company Option immediately prior to the Effective Time Time, multiplied by (B) the Conversion Ratio amount, if any, by which the Merger Consideration exceeds the exercise price per share of Company Shares previously subject to such Company Option, less (ii) such amounts as defined below), rounding down may be required to be withheld or deducted under the Code or any provision of any other applicable Tax Law with respect to the nearest whole share, (iii) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding up to the nearest whole cent, and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions making of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the express terms (as in effect on the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to payment. Immediately following the Effective Time. , Parent shall file assume the Company Stock Plans and any rights, obligations and liabilities (contingent or otherwise) of Company thereunder, with such assumption being effective as of the SECEffective Time, no later than 30 days after and the date on which the Merger becomes effective, Parent Board of Directors or a registration statement on Form S-8 relating committee thereof shall succeed to the shares authority and responsibility of Parent Common Stock issuable the Company Board of Directors or any committee thereof with respect to the Company Options assumed by Parent Stock Plans. In accordance with the terms of Company’s 2008 Employee Stock Purchase Plan (the “ESPP”), immediately prior to the Effective Time, the then-current “Purchase Interval” (as such term is defined in the ESPP), if any, shall terminate and each participant’s payroll deductions for such Purchase Interval shall be applied to the purchase of Common Shares at the applicable purchase price and in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to theESPP.

STOCK OPTIONS; ESPP. (a) At Pursuant to this Agreement, each Company Option outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, Parent shall cause however, that, to the extent consistent with applicable Legal Requirements, any Company Option that is outstanding and unexercised held by a person who, immediately prior to the Effective Time, whether does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and whether or not exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the “Assumed Options”). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of such Company Parent Shares subject to each Assumed Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (shall be determined as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, follows: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock Shares subject to each Company such Assumed Option assumed by Parent shall be equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Option and (y) the Share Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to the product of (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time multiplied by the Conversion Ratio and (as defined below), rounding down to the nearest whole share, (iiiy) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding Price Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and (iv) give any restriction on notices necessary to effect the exercise treatment of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions Assumed Options contemplated by this Agreement Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the express terms (circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in effect on the date of this Agreement) Section 422 of the stock Code to the extent such Assumed Option qualified as an incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent prior to the Effective Time. , provided that the parties acknowledge and agree that Assumed Options will not qualify under Section 422 of the Code if the Parent shall file with Share Price at the SEC, no later Effective Time is less than 30 days after the Parent Share Price on the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to thehereof.

STOCK OPTIONS; ESPP. (aA) At Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, Parent shall cause however, that, to the extent consistent with applicable Legal Requirements, any Company Option that is outstanding and unexercised held by a person who, immediately prior to the Effective Time, whether does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and whether or not exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of such Company Parent Shares subject to each Assumed Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (shall be determined as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, follows: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock Shares subject to each Company such Assumed Option assumed by Parent shall be equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time multiplied divided by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iiiy) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and (iv) give any restriction on notices necessary to effect the exercise treatment of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions Assumed Options contemplated by this Agreement Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the express terms (circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in effect on the date of this Agreement) Section 422 of the stock Code to the extent such Assumed Option qualified as an incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent prior to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the.

STOCK OPTIONS; ESPP. (a) At the Effective Time, Parent each holder of a then-outstanding option to purchase shares of Common Stock under Company's Amended and Restated 1994 Stock Incentive Plan (the "Incentive Plan") (a true and correct copy of which, together with forms of all applicable stock option agreements, has been made available by Company to Parent), whether or not then exercisable (the "Options"), shall, in settlement thereof, receive for each share of Common Stock subject to such Option an amount (subject to any applicable withholding tax) in cash equal to the difference between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Surviving Corporation will provide instructions to the holders of Options as soon as practicable after the Effective Time, in order to permit Option holders to receive the Option Consideration. Payment for Options shall cause be made by Surviving Corporation, subject to the terms and conditions of this Agreement, as soon as practicable after the Effective Time. Upon receipt of the Option Consideration therefor, each Option shall be deemed canceled. The surrender of an Option to Surviving Corporation in exchange for the Option Consideration shall be deemed a release of any Company Option that is outstanding and unexercised immediately prior all rights the holder had or may have had in respect of such Option. Prior to the Effective Time, whether or not vested and whether or not Company shall take all action necessary to (i) terminate the exercise price of such Company Option is in excess Incentive Plan effective as of the Offer PriceEffective Time, and (ii) cause, pursuant to Section 8 of the Incentive Plan, all outstanding Options to, effective as of the Effective Time, represent the right, upon exercise, to become receive an option amount in cash equal to purchase Parent the Option Consideration and no longer represent the right to receive, upon exercise, Common Stock by assuming such Company Option in accordance withor any other equity securities of Company, and to the extent permitted byParent, Surviving Corporation or any other person. On December 27, 2001, the terms Board of Directors of Company suspended the Company Employee Stock Purchase Plan (the "ESPP") effective as in effect of December 31, 2001 and as of the date of this Agreement, no Purchase Period (as that term is defined in the ESPP) is presently pending. The Company shall take all action necessary to (i) continue the suspension of the stock incentive plan under which such Company Option was issued ESPP until the earlier of (A) the Effective Time (and as a result, cause no Purchase Period to commence), or (B) the terms termination of this Agreement pursuant to Article VIII, and (ii) cause the ESPP to be terminated effective as of the stock option agreement by which such Effective Time. Notwithstanding the foregoing, Parent and any employee of Company Option is evidenced. From and after or its Significant Subsidiary (as defined in Section 4.1(b)) may, prior to the Effective Time, (i) each Company Option assumed by agree in writing with Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be equal to the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time multiplied by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iii) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding up to the nearest whole cent, and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the express terms (as in effect on the date of this Agreement) that all or a portion of the stock incentive plan under which Options held by such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) employee shall, in accordance with its termslieu of being canceled in consideration for the payment of the Option Consideration, be subject exchanged for or converted into options to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares acquire equity securities of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by to be agreed to between Parent and such employee. In such event, the terms Surviving Corporation shall not make any payment of Option Consideration in respect of such stock incentive plan. Notwithstanding anything to theconverted or exchanged Options.

STOCK OPTIONS; ESPP. (aA) At Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, Parent shall cause however, that, to the extent consistent with applicable Legal Requirements, any Company Option that is outstanding and unexercised held by a person who, immediately prior to the Effective Time, whether does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and whether or not exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of such Company Parent Shares subject to each Assumed Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (shall be determined as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, follows: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock Shares subject to each Company such Assumed Option assumed by Parent shall be equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time multiplied divided by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iiiy) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding Ratio, rounded up to the nearest whole cent, and (iv) any restriction on the exercise of any . The Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions contemplated by this Agreement under the express terms (as in effect on the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent prior to the Effective Time, take all action and give any notices necessary to effect the treatment of the Assumed Options contemplated by this Section 5.9(a). Parent shall file with It is the SECintention of the parties that, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares extent possible under the circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of Parent Common Stock issuable with respect the Code to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company extent such Assumed Option in the manner described in this Section 6.3(a) is not permitted under the terms of the qualified as an incentive stock incentive plan under which such Company Option was issued as construed by the plan administrator option prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to theEffective Time.

STOCK OPTIONS; ESPP. (aA) At Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, Parent shall cause however, that, to the extent consistent with applicable Legal Requirements, any Company Option that is outstanding and unexercised held by a person who, immediately prior to the Effective Time, whether does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and whether or not exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the "Assumed Options"). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of such Company Parent Shares subject to each Assumed Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (shall be determined as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, follows: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock Shares subject to each Company such Assumed Option assumed by Parent shall be equal to the A-43 product of (x) the number of shares of Company Common Stock Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time multiplied divided by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iiiy) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and (iv) give any restriction on notices necessary to effect the exercise treatment of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions Assumed Options contemplated by this Agreement Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the express terms (circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in effect on the date of this Agreement) Section 422 of the stock Code to the extent such Assumed Option qualified as an incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent prior to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the.

STOCK OPTIONS; ESPP. (a) At Pursuant to this Agreement, each Company Option (other than any options granted under the Company ESPP) outstanding immediately prior to the Effective Time shall become fully vested and exercisable at the Effective Time; provided, Parent shall cause however, that, to the extent consistent with applicable Legal Requirements, any Company Option that is outstanding and unexercised held by a person who, immediately prior to the Effective Time, whether does not have a status that entitles such person to accrue service towards increased vesting in such Company Option (such as a person on a leave of absence or a part-time employee) shall not become fully vested and whether or not exercisable unless and until such person returns to a status that would entitle such person to accrue service towards increased vesting in such Company Option. Except as provided in Section 5.9(b) below, each Company Option outstanding as of the Effective Time shall be assumed by Parent and converted into a fully vested and exercisable option to acquire Parent Shares (any Company Options that are assumed pursuant to this Section 5.9(a) are referred to as the “Assumed Options”). Each Assumed Option shall continue to be subject to the terms and conditions (other than vesting and exercisability terms as modified by this Section 5.9(a)) set forth in the applicable Company Option Plan and the option agreement evidencing such Company Option, except that the exercise price and number of such Company Parent Shares subject to each Assumed Option is in excess of the Offer Price, to become an option to purchase Parent Common Stock by assuming such Company Option in accordance with, and to the extent permitted by, the terms (shall be determined as in effect as of the date of this Agreement) of the stock incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced. From and after the Effective Time, follows: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock Shares subject to each Company such Assumed Option assumed by Parent shall be equal to the product of (x) the number of shares of Company Common Stock Shares subject to the original Company Option and (y) the Option Conversion Ratio, with fractional shares rounded down to the nearest whole share and (ii) the per-share exercise price of such Assumed Option shall be equal to (x) the per-share exercise price of the original Company Option immediately prior to the Effective Time multiplied divided by the Conversion Ratio (as defined below), rounding down to the nearest whole share, (iiiy) the per share exercise price under each Company Option assumed by Parent shall be adjusted by dividing the per share exercise price under such Company Option by the Conversion Ratio and rounding Ratio, rounded up to the nearest whole cent. The Company shall, prior to the Acceptance Time, take all action and (iv) give any restriction on notices necessary to effect the exercise treatment of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged (subject to any change in such Company Option triggered by the transactions Assumed Options contemplated by this Agreement Section 5.9(a), including ensuring that the Compensation Committee has duly approved the accelerated vesting and assumption of the Assumed Options as an Employment Compensation Arrangement. It is the intention of the parties that, to the extent possible under the express terms (circumstances, each Assumed Option shall qualify following the Effective Time as an incentive stock option as defined in effect on the date of this Agreement) Section 422 of the stock Code to the extent such Assumed Option qualified as an incentive plan under which such Company Option was issued and the terms of the stock option agreement by which such Company Option is evidenced); PROVIDED, HOWEVER, that each Company Option assumed by Parent in accordance with this Section 6.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent prior to the Effective Time. Parent shall file with the SEC, no later than 30 days after the date on which the Merger becomes effective, a registration statement on Form S-8 relating to the shares of Parent Common Stock issuable with respect to the Company Options assumed by Parent in accordance with this Section 6.3(a). If the assumption of any Company Option in the manner described in this Section 6.3(a) is not permitted under the terms of the stock incentive plan under which such Company Option was issued as construed by the plan administrator prior to the Acceptance Date, then Parent shall not be required to assume such Company Option in the manner described in this Section 6.3(a), and Parent shall instead be entitled to cause such Company Option to be treated in a manner permitted by the terms of such stock incentive plan. Notwithstanding anything to the.