Common use of Stock Options Clause in Contracts

Stock Options. Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.

Stock Options. Incentive stock Effective as of the Distribution Date, Tenneco shall cause all outstanding options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Tenneco Common Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: held by employees and officers other than (i) the Company will take all actions necessary to present the Management Plan to the directors Active Employees and Former Employees of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Automotive Group, (ii) if the Management Plan is approved employees of by the directors, the Company will take all actions necessary to reserve a sufficient number Packaging Corporation of Shares for issuance upon the exercise of the Options; America and (iii) if employees of the Management Plan is approved folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the directorsrequirements of applicable law and generally accepted accounting principles, the Company will thereafter take all actions necessary number, exercise price and other terms of such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options to present the Management Plan purchase Tenneco Common Stock held by persons described in clause (ii) or (iii) above, not exercised prior to the stockholders Distribution Date shall be canceled effective as of Health Power for their approval at Health Power's 2000 annual meeting the Distribution Date. Options held by Active Employees and Former Employees of stockholdersAutomotive Group (or persons who have succeeded to the rights of such persons) shall, unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of applicable law and generally accepted accounting principles. The Employee acknowledges and understands parties recognize that (A) the grant in some jurisdictions, Automotive Group employees were granted rights other than stock options in lieu of the Options Special Stock Option Award of 100 options per grantee, and in those jurisdictions, the outstanding rights will be adjusted comparably. The Automotive Company options and rights shall have the same terms and conditions as prior to the Employee Distribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the condition that the Management Plan attainment of share price hurdles, those hurdles will also be approved by the directors of Health Power, adjusted with respect to both options to purchase Packaging Common Stock and (B) the Tenneco Common Stock. Tenneco may grant of the Options special pre-Distribution Date exercisability with respect to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is some or all options which are not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementotherwise exercisable.

Stock Options. Incentive stock options (a) Except as provided in (b) below with respect to the Company's Employee Stock Purchase Plan, each option to purchase shares of Company Common Stock that is outstanding at the Effective Time, whether or not exercisable and whether or not vested (a "OptionsCompany Option") shall, by virtue of the Merger and without any action on the part of the Company or the holder thereof, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to purchase up which Section 424(a) applies" within the meaning of Section 424 of the Code and the regulations thereunder or (ii) to 70,000 shares the extent that Section 424 of common the Code does not apply to any such Company Option, would be such a corporation were Section 424 of the Code applicable to such Company Option. Prior to the Effective Time, the Company's Board of Directors and Compensation Committee thereof shall adopt resolutions preventing the value of any outstanding Company Options, stock appreciation rights, restricted stock, $0.01 par value (performance units or other stock based awards from being paid in cash to the "Shares")holders thereof. From and after the Effective Time, of Health Power under all references to the proposed Health Power, Inc. 2000 Management Stock Option Plan (Company in the "Management Plan")Company Options shall be deemed to refer to Parent. The Company covenants Options assumed by Parent shall be exercisable upon the same terms and conditions as under the Company Options (including provisions regarding vesting and the acceleration thereof, and if and to the Employee extent caused by and in accordance with the current terms of a Company Option, such Company Option shall vest fully as follows: of the date on which the Merger is approved by the Company's shareholders) except that (i) such Company Options shall entitle the holder to purchase from Parent the number of shares of Parent Common Stock (rounded down to the nearest whole number of such shares) that equals the product of the Conversion Ratio multiplied by the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, and (ii) the option exercise price per share of Parent Common Stock shall be an amount (rounded up to the nearest full cent) equal to the option exercise price per share of Company Common Stock in effect immediately prior to the Effective Time divided by the Conversion Ratio. Prior to the Effective Time, the Board of Directors of the Parent shall, for purposes of Rule 16b-3(d)(1) promulgated under Section 16 of the 1934 Act, specifically approve (i) the assumption by Parent of the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Options and (ii) if the Management Plan is approved issuance of by Parent Common Stock in the Merger to directors, officers and shareholders of the Company will subject to Section 16 of the 1934 Act. As promptly as practicable after the Effective Time, Parent shall issue to each holder of a Company Option a written instrument informing such holder of the assumption by Parent of such Company Option. As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time), Parent shall file a registration statement on Form S-8 (or any successor form) with respect to such shares of Parent Common Stock and shall use its best efforts to maintain such registration statement (or any successor form), including the current status of any related prospectus or prospectuses, for so long as the Company Options remain outstanding. In addition, Parent shall use all reasonable efforts to cause the shares of Parent Common Stock subject to Company Options to be listed on the NYSE and such other exchanges as Parent shall determine. Parent shall take all actions corporate action necessary to reserve for issuance a sufficient number of Shares shares of Parent Common Stock for issuance delivery upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan Options pursuant to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested terms set forth in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 1.7.

Stock Options. Incentive stock options The Founders shall use their best -------------- efforts to obtain from each Optionholder the consent of such Optionholder to the transactions contemplated by the form of Option Amendment Agreement, which consent shall be evidenced by the execution and delivery by such Optionholder of a counterpart to an Option Amendment Agreement between ICI and such Optionholder. As soon as practicable following the date of this Agreement, the Founders shall use their best efforts to cause the Board of Directors of ICI (or, if appropriate, any committee administering the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management 1995 ICI Stock Option Plan (or the "Management 1996 ICI Stock Option Plan"). The Company covenants ) to the Employee as follows: adopt such resolutions or take such other actions (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that as are required (A) to adjust the grant terms of the Options all outstanding options to purchase shares of ICI Common Stock (and any stock appreciation rights linked to the Employee is subject price of shares of ICI Common Stock) heretofore granted to any employee (but not former employee) or director of ICI under the condition that 1995 ICI Stock Option Plan or the Management Plan be approved by the directors of Health Power1996 ICI Stock Option Plan, whether vested or unvested, and (B) to adjust the terms of all outstanding options to purchase shares of ICI Common Stock (and any stock appreciation rights linked to the price of shares of ICI Common Stock) heretofore granted to any former employee of ICI under the 1995 ICI Stock Option Plan or the 1996 ICI Stock Option Plan that are vested as of the date on which the employment of such employee was terminated, in the case of clauses (A) and (B), as necessary to provide that each such option to purchase shares of ICI Common Stock (and any stock appreciation right related thereto) outstanding immediately prior to the effectiveness of the Merger shall not give the holder thereof the right to receive any capital stock of ICI or Holdings after the effective time of the Merger or to receive any consideration other than, for each option (and any stock appreciation right related thereto), an amount in cash equal to (i) the excess, if any, of (x) the consideration paid in the Merger for each outstanding share of ICI Common Stock over (y) the exercise price per share of ICI Common Stock subject to such option multiplied by (ii) the number of shares of ICI Common Stock subject to such option and (ii) as are required to make such other changes to the 1995 ICI Stock Option Plan and the 1996 ICI Stock Option Plan as IHS and the Founders may agree are appropriate to give effect to the transactions contemplated by this Agreement and the Ancillary Agreements. The Founders shall use their best efforts to cause ICI to (i) cause the 1995 ICI Stock Option Plan and the 1996 ICI Stock Option Plan to terminate upon consummation of the Merger, (ii) cause all provisions in any other ICI Benefit Plan providing for the issuance, transfer or grant of the Options any capital stock of ICI, or any interest in respect of any capital stock of ICI, to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant deleted upon consummation of the Options shall be automatically null Merger and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders(iii) ensure that, then the Options shall be at an exercise price equal to the closing market price upon consummation of the Shares on the last business day immediately preceding the date Merger, no holder of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested options to purchase shares of ICI Common Stock or participant in the name of the Employee. Upon receipt of stockholder approval of the Management 1995 ICI Stock Option Plan, the Employee and Health Power shall enter into a stock option agreement (the "1996 ICI Stock Option Agreement") reflecting the grant Plan or any other ICI Benefit Plan shall have any right to acquire any capital stock of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementICI or Holdings.

Stock Options. Incentive stock options (a) Each grantee under any of the "MII Legacy Equity Plans (i) who is a B&W Legacy Award Holder or will be a B&W Employee, or who will not be a B&W Employee but will serve on the board of directors of B&W and not on the board of directors of MII immediately after the Distribution Date, and (ii) who holds as of the Distribution Date, one or more MII Options") , shall receive, as a replacement award in substitution for each such MII Option (which shall be cancelled), an option to purchase up to 70,000 a number of shares of common stock, $0.01 par B&W Common Stock under the B&W New Equity Plan (a “Replacement B&W Option”) having a value (calculated using the "Shares"Post-Distribution B&W Share Price) equal to the value of the MII Common Stock subject to the MII Option (calculated using the Pre-Distribution MII Share Price), of Health Power under as calculated pursuant to the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan")following provisions. The Company covenants number of shares of B&W Common Stock subject to a Replacement B&W Option shall be equal to the Employee as follows: product of (i) the Company will take all actions necessary number of shares of MII Common Stock subject to present an MII Option as of the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Distribution Date and (ii) if the Management Plan is approved of by the directorsa fraction, the Company will take numerator of which is the Pre-Distribution MII Share Price and the denominator of which is the Post-Distribution B&W Share Price. Each such Replacement B&W Option shall have the same comparative ratio of the exercise price to the Post-Distribution B&W Share Price as the exercise price of each MII Option to the Pre-Distribution MII Share Price. B&W shall be responsible for (i) the satisfaction of all actions necessary to reserve a sufficient number tax reporting and withholding requirements in respect of Shares for issuance upon the exercise of the Options; Replacement B&W Options issued in accordance with this Section 3.4(a) and (iiiii) if remitting the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan appropriate tax or withholding amounts to the stockholders appropriate taxing authorities. Replacement B&W Options shall not be exercisable until the Registration Statement Effectiveness Date. Except as provided in the foregoing provisions of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that this Section 3.4(a), Replacement B&W Options granted under this Section 3.4(a) shall be granted on terms which are in all material respects identical (Aincluding with respect to vesting) to the grant terms of the MII Options with respect to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementwhich they replace.

Stock Options. Incentive stock options (a) Each grantee under any of the "CHK Legacy Equity Plans (i) who will be a SSE Employee and (ii) who holds as of the Distribution Date, one or more CHK Options") , shall receive, effective as of the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, as a replacement award in substitution for each such CHK Option (which shall be cancelled), an option to purchase up to 70,000 a number of shares of common stock, $0.01 par SSE Common Stock under the SSE Equity Plan (each a “Replacement SSE Option”) having a value (calculated using the "Shares"), SSE Share Price) equal to the value of Health Power under the proposed Health Power, Inc. 2000 Management CHK Common Stock subject to the CHK Option Plan (calculated using the "Management Plan"Pre-Distribution CHK Share Price). The Company covenants number of shares of SSE Common Stock subject to a Replacement SSE Option shall be equal to the Employee as follows: product of (i) the Company will take all actions necessary number of shares of CHK Common Stock subject to present a CHK Option as of the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Distribution Date multiplied by (ii) if the Management Plan is approved of by the directorsa fraction, the Company will take numerator of which is the Pre-Distribution CHK Share Price and the denominator of which is the SSE Share Price, with the resulting number being rounded down to the nearest whole share. Each such Replacement SSE Option shall have the same comparative ratio of the exercise price to the SSE Share Price as the exercise price of each CHK Option to the Pre-Distribution CHK Share Price as provided under Code Section 424 and the applicable regulations thereunder. SSE shall be responsible for (i) the satisfaction of all actions necessary to reserve a sufficient number tax reporting and withholding requirements in respect of Shares for issuance upon the exercise of the Options; Replacement SSE Options issued in accordance with this Section 3.4(a) and (iiiii) if remitting the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan appropriate tax or withholding amounts to the stockholders appropriate taxing authorities. Replacement SSE Options shall not be exercisable until the Registration Statement Effectiveness Date. Except as provided in the foregoing provisions of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that this Section 3.4(a), Replacement SSE Options granted under this Section 3.4(a) shall be granted on terms which are in all material respects identical (Aincluding with respect to vesting) to the grant terms of the CHK Options with respect to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementwhich they replace.

Stock Options. Incentive stock options (the "Options") Subject to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly by Parent Company’s Board of Directors meeting; (ii) if and in accordance with the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise terms of the Options; Parent Company’s option scheme or such equivalent scheme as may exist as at the Executive’s start date (whether at Company or Parent Company), Parent Company and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power Executive shall enter into a stock option agreement (as soon as reasonably practicable after the "Stock Option Agreement") reflecting Executive’s start date and not later than the grant first board meeting of the Parent Company after the start date. The option agreement shall include the following terms: (a) 36,000 share options (or equivalent amount to reflect any corporate reorganisation) shall be granted over ordinary shares of Parent Company at the fair market value as of the date of grant (“Stock Options”); (b) 25% of such Stock Options shall vest on the foregoing terms. The grant first anniversary of Executive’s start date and the remaining 75% of such Stock Options will vest in equal monthly amounts over the following 36 months so that all Stock Options granted under the option agreement will have vested after four (4) years, unless vested sooner pursuant to this section 4.3 or section 10 of this Agreement; (c) any and all vested Stock Options will be exercisable for a period of no less than forty (40) days after the Executive’s employment is terminated for any reason, and immediately upon a sale, takeover or public offering of Parent Company; (d) in the event of a termination of Executive’s employment by the Company without Cause or by the Executive for Good Reason (as defined below), any and all Stock Options unvested as of the Options date of termination shall vest and immediately become exercisable on date of termination and (e) in the exercise thereof shall be subject to all event of a termination of Executive’s employment by the Company or by the Executive, in each case as a result of the terms Executive’s physical or mental illness, incapacity or disability, Parent Company’s Board Compensation Committee, acting in good faith, shall assess Executive’s contribution to the Company and conditions based on such assessment shall accordingly determine the number of Stock Options that shall vest and immediately become exercisable on the date of termination. Executive shall also be eligible to participate in future awards of options under the option scheme, such awards are made at the sole and absolute discretion of Company and Parent Company’s Board of Directors. Parent Company in this Agreement means a company which owns at least fifty percent of the Management Plan total voting stock of the Company or otherwise has the power to control and direct the Stock Option Agreementaffairs of the Company.

Stock Options. Incentive stock options (The treatment of outstanding Awards described in this Section 6.3 shall apply to Transferred Individuals, including Transferred Individuals who have terminated employment or who are compensated under a payroll which is administered outside the "Options") to purchase up to 70,000 shares of common stock50 United States, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; its territories and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powerpossessions, and (B) the grant District of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingColumbia; provided, and that however, if such approval treatment is EMPLOYEE BENEFITS AGREEMENT not received from stockholderslegally permitted, or results in adverse consequences for NSI, any of its affiliates or the Transferred Individual, as determined by NSI in its sole discretion, NSI may determine, in its sole discretion, to provide for a different treatment. Effective Immediately after the Distribution Date, each Award or grant consisting of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholdersan option, then the Options shall be at an exercise price equal to the closing market price regardless of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options grant, under an NSI Stock Incentive Plan that is outstanding as of the Close of the Distribution Date for all Transferred Individuals and all Spinco non-employee directors who were previously non-employee directors of NSI shall vest until December 31, 2000. On December 31, 2000be converted to options for Spinco Common Stock with the same material terms and conditions under the Spinco Stock Incentive Plan, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in be transferred to the name recordkeeper of the EmployeeSpinco Stock Incentive Plan. Upon receipt of stockholder approval of As soon as practicable after the Management PlanDistribution Date, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant number of the Options on the foregoing terms. The grant of the Options options and the exercise thereof price for such options converted to options for Spinco Common Stock shall be subject determined in accordance with the Conversion Formula. Such converted Spinco stock option grants shall continue to all vest and become exercisable under the Spinco Stock Incentive Plan in accordance with the terms of the terms original grant under the NSI Stock Incentive Plan. Spinco shall be the obligor with respect to such options and conditions of shall be solely responsible for all stock option grants and payments under the Management Plan Spinco Stock Incentive Plan, with respect to, but not limited to, recordkeeping, administrative costs and fees, payroll taxes, plan maintenance, option exercise and related tax filings. Spinco shall, as soon as practicable after the Distribution Date provide each Transferred Individual with an agreement or notice relating to the Transferred Individual's options under the Spinco Stock Option AgreementIncentive Plan.

Stock Options. Incentive stock options (a) At the "Options") to purchase up to 70,000 shares of common stockEffective Time, $0.01 par value (the "Shares"), of Health Power under Acquiror will assume the proposed Health Power, Inc. 2000 Management Company's 1995 Stock Option Plan (the "Management Option Plan") and all of the Company's obligations thereunder and may, at its election, provide for the merger of the Company's option plans into those of the Acquiror. At the Effective Time, the Option Plan shall be amended to provide that each outstanding option issued pursuant to the Option Plan shall become an option to acquire, on the same terms and conditions as were applicable under such option (including, without limitation, the time periods allowed for exercise), a number of shares of Acquiror Common Stock equal to the product of the Exchange Ratio and the number of shares of Company Common Stock subject to such option (provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded up to the nearest share), at a price per share (rounded down to the nearest cent) equal to the exercise price per share of the shares of Company Common Stock subject to such option divided by the Exchange Ratio on the same terms and conditions as were applicable under such option (including without limitation, the time periods allowed for exercise). Immediately prior to the Effective Time, the Company may issue remaining unissued options under the Option Plan, to result in a total of 62,500 granted options, and may also amend the Option Plan or adopt a further option plan to permit issuance of up to an additional 1, 350 option grants. The Company covenants shall also amend the Option Plan to the Employee as follows: (i) modify the Option Plan by eliminating any existing provisions providing for an adjustment in option shares in the event of payment of a cash dividend (in connection with which amendment the Company will take all actions necessary shall utilize its best efforts to present the Management Plan have option grantees enter into replacement option agreements which eliminate any claim or right to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; such adjustment), (ii) if eliminate any right of option grantees to put granted options to the Management Plan is approved of Company, and (iii) include such further amendments an may be reasonably requested by Acquiror. Notwithstanding the directorsforegoing, with respect to options that are incentive stock options, the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before the substitution over the aggregate option price of such shares. The duration and other terms of the option shall remain the same, except that all references to the Company will shall refer to the Acquiror. All options granted under the Option Plans shall be fully vested as of the day preceding the Effective Time. The Acquiror agrees to take all actions corporate action necessary to reserve for issuance a sufficient number of Shares shares of Acquiror Common Stock for issuance delivery upon the exercise of options under the Options; and (iii) if the Management Plan is approved of Option Plans assumed by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Acquiror in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option accordance with this Agreement.

Stock Options. Incentive Company will, promptly on or after the date of this Agreement, take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel, after the Offer Completion (as defined in Section 6.5(a)) and prior to the Effective Time, all outstanding options (collectively, the "OptionsSTOCK OPTIONS" and individually, a "STOCK OPTION") to purchase up to 70,000 shares of common stockCompany Common Stock heretofore granted under any such employee or nonemployee director stock option plan with Company and to pay, $0.01 par value promptly, and in any event within five days, after the Offer Completion, in cancellation of each such Stock Option (whether or not such Stock Option is then exercisable) a cash amount equal to the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Stock Option, multiplied by the number of shares of Company Common Stock then subject to such Stock Option (the "SharesSTOCK OPTION SETTLEMENT AMOUNT"), but subject to all required tax withholdings by Company. Each holder of Health Power under a then outstanding Stock Option that Company does not have a right to cancel pursuant to the proposed Health Powerterms of the applicable stock option plan, upon execution of a cancellation agreement (a "STOCK OPTION CANCELLATION AGREEMENT") with Company, which Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the Offer Completion, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from Company promptly and in any event within five days after the later of the Offer Completion or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be canceled upon payment of the Stock Option Settlement Amount for such Option. On or prior to the date hereof, the Company Board or the Committee appointed pursuant to Section 2 of the Funco, Inc. 2000 Management 1993 Stock Option Plan Amended and Restated Through July 31, 1998 determined that a Potential Change in Control (the "Management as defined in said Stock Option Plan"). The Company covenants to the Employee ) will occur as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of date hereof by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant virtue of the Options to transactions contemplated by this Agreement for purposes of determining the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and Change in Control Price (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested as defined in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "said Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementPlan).

Stock Options. Incentive stock options Contemporaneous with the commencement of the Offer, the Company shall request each holder of Company Employee Stock Options (whether or not such Company Employee Stock Options are vested as of the date of this Agreement) to execute and deliver to the Company, prior to the expiration of the Offer, an agreement in the form specified by Parent (an "OptionsOption Election") to under which such holder would agree, contingent upon the purchase up to 70,000 of shares of common stockCompany Common Stock by Sub in the Offer, $0.01 par value (to cause, with effect as of immediately prior to the "Shares")expiration of the Offer, such Option to be exercised and the shares of Health Power under Company Common Stock issued as a result of that exercise to be tendered in the proposed Health PowerOffer. To the extent permitted by law, Inc. 2000 Management the Company shall advance to each holder of Company Employee Stock Options who executes and delivers a valid Option Election the funds necessary for the exercise of such Company Employee Stock Options and the funds so advanced shall be deducted from the amount payable to such holder pursuant to the Offer. The Company, Parent and Sub shall take such further actions as may be necessary to accommodate such advancement of funds, exercise, issuance, tender and payment with respect to each such valid Option Election. Prior to the commencement of the Offer, the Company Board shall adopt such resolutions or take such other actions as are required to elect the treatment of Company Employee Stock Options described in Section 16(a)(y) of the Company's 1985 Stock Option Plan (and Section 12(a)(y) of the "Management Company's Equity Incentive Plan"). The , and pursuant to such Company covenants to the Employee as follows: (i) Board action, shall cause the Company will take all actions necessary to present deliver, contemporaneously with the Management Plan delivery to each holder of Company Employee Stock Options of the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsrequest to execute and deliver an Option Election as described above, a notice specifying that the Company will take all actions necessary Employee Stock Options must be exercised no later than the later to reserve a sufficient number of Shares for issuance upon the exercise occur of the Options; and twentieth (iii20th) if Business Day following the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant commencement of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerOffer, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name final expiration of the Employee. Upon receipt of stockholder approval Offer; and further specifying that if such Company Employee Stock Options are not exercised by such date, they shall be terminated as of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing termsEffective Time. The grant of the Options and the exercise thereof All amounts payable pursuant to this Section 7.04 shall be subject to all any required withholding of the terms Taxes and conditions of the Management Plan and the Stock Option Agreementshall be paid without interest.

Stock Options. Incentive stock options (i) On the "Options") Effective Date, each FLC Option and each Patriot Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of FLC Common Stock or Patriot Common Stock, as the case may be, and shall be converted automatically into an option to purchase up to 70,000 shares of common stockHolding Company Common Stock, $0.01 par value (and the "Shares")Holding Company shall assume each FLC Option and Patriot Option, in accordance with the terms of Health Power under the proposed Health Power, Inc. 2000 Management applicable FLC Stock Option Plan (or Patriot Stock Option Plan, as the "Management Plan"). The Company covenants to case may be, and the Employee as follows: stock option agreement by which it is evidenced, except that from and after the Effective Date, (i) the Holding Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly and its Board of Directors meeting; or a duly authorized committee thereof shall be substituted for FLC, Patriot or their respective Boards of Directors or duly authorized committee thereof administering such FLC Stock Option Plan or Patriot Stock Option Plan, as the case may be, (ii) if the Management Plan is approved of each FLC Option and Patriot Option assumed by the directors, the Holding Company will take all actions necessary to reserve a sufficient number of Shares may be exercised solely for issuance upon the exercise shares of the Options; and Holding Company Common Stock, (iii) if the Management Plan is approved number of shares of Holding Company Common Stock subject to each Patriot Option shall be equal to the number of shares of Patriot Common Stock subject to such Patriot Option immediately prior to the Effective Date multiplied by the directorsPatriot Exchange Ratio, the provided that any fractional shares of Holding Company will thereafter take all actions necessary to present the Management Plan Common Stock resulting from such multiplication shall be rounded down to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powernearest share, and (Biv) the grant of per share exercise price under each such Patriot Option shall be adjusted by dividing the Options per share exercise price under each such Patriot Option by the Patriot Exchange Ratio, provided that such exercise price shall be rounded up to the Employee is further nearest cent, (v) the number of shares of Holding Company Common Stock subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options each FLC Option shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market number of shares of FLC Common Stock subject to such FLC Option immediately prior to the Effective Date multiplied by the Applicable FLC Common and Senior Preferred Exchange Ratio, provided that any fractional shares of Holding Company Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (vi) the per share exercise price under each such FLC Option shall be adjusted by dividing the per share exercise price under each such FLC Option by the FLC Common and Senior Preferred Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii), (iv), (v) and (vi) of the Shares on the last business day immediately preceding the date sentence, each Patriot Option or FLC Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000IRC, and on each December 31 thereafter until December 31the regulations promulgated thereunder, 2004so as not to constitute a modification, 14,000 Options shall become fully vested in the name extension or renewal of the Employee. Upon receipt option within the meaning of stockholder approval Section 424(h) of the Management Plan, the Employee IRC. Patriot and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on FLC agree to take all necessary steps to effect the foregoing terms. The grant provisions of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 1.02(f).

Stock Options. Incentive At the first regularly scheduled meeting of the Board of Directors of the Employer following the Financing the Employer shall grant Employee stock options under the RXi Pharmaceuticals 2007 Incentive Plan (the "Options"“Plan”) to purchase up a number of shares of Employer’s common stock equal to 70,000 one and a half percent (1.5%) of the sum of the number of outstanding shares of common stock, $0.01 par value stock of Employer immediately prior to the closing of the first tranche of the Financing plus the number of shares subject to options outstanding or contractually committed to be granted as of the date of the grant of such option to Employee (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"“Option”). The Company covenants to Options shall vest in quarterly installments over 4 years beginning on the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise first quartlery anniversary of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant Effective Date of the Options to Agreement provided, in each case, that Employee remains in the Employee is subject to the condition that the Management Plan continuous employ of Employer through such quarterly anniversary date. Each vested Option shall (a) be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be exercisable at an exercise price equal to the closing fair market price value at the time of granting as determined by Employer’s Board of Directors, (b) have a term of ten years and be exercisable by Employee at any time during such ten year period, and (c) be on such other terms as shall be determined by Employer’s Board of Directors (or the Compensation Committee of the Shares on the last business day immediately preceding the date Board) and set forth in a customary form of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (under the "Stock Option Agreement") reflecting Plan evidencing the grant Options. Notwithstanding anything to the contrary in Section 6.2 or other provisions of the Options on the foregoing terms. The grant Agreement or of the stock option agreement evidencing the Options, upon the occurrence of a “Covered Transaction” (as defined in the Plan), the Options shall thereupon vest in full and the exercise thereof shall be subject become exercisable as to all of the shares covered thereby in accordance with the terms and conditions of the Management Plan Plan. Furthermore, in the event that the Employee is terminated without Cause (as defined below in Section 6.1) or Employee is terminated as a result of an Involuntary Termination (as defined in Section 6.1B), the shares that would have vested during the Severance Period (as defined below in Section 6.2.1 and 6.2.2 respectively) shall vest and become exercisable as of the Stock Option Agreementdate of such termination. For avoidance of doubt, the full amount of options that would have vested during the Severance Period shall vest and shall not be reduced in the event that the length of the Severance Period is reduced for any reason.

Stock Options. Incentive Employee shall receive a grant of 120,000 stock options (the "Options") to purchase up to 70,000 for shares of common stockvoting stock in CCE Spinco. Such grant shall be contingent on the closing of the spin-off of the Company from its current parent, $0.01 par value (the "Shares"), of Health Power under the proposed Health PowerClear Channel Communications, Inc. 2000 Management Stock Option Plan (and issued at the "Management Plan")time of the spin-off of the Company. The option price shall be the fair market value on the grant date, which shall be on the 3rd day following the closing of the anticipated spin-off of the Company covenants from its current parent, Clear Channel Communications, Inc. Any further stock option grants for shares of voting common stock will be granted based upon the performance of the Employee, which will be assessed in the sole discretion of the Compensation Committee of the Board. Options shall be issued in a manner consistent with the current vesting schedule for Clear Channel Communications, Inc. or as subsequently amended by the Board of CCE Spinco; however, subsequent amendments to the vesting schedule shall be no less favorable to Employee as follows: (i) unless he agrees to such amendment. Of the Company will take all actions necessary to present the Management Plan options that are granted, ISOs shall be granted to the directors extent allowed by law; otherwise, non-qualified options shall be granted. If the Compensation Committee determines that Employee's performance merits issuance of Health Power options, then such options shall be issued as stated on the attached Exhibit A for their approval at their March 2000 quarterly Board calendar year 2005. For future years, any grant of Directors meetingoptions shall be determined in the discretion of the Compensation Committee; (ii) if the Management Plan is approved of by the directorshowever, for 2006 and 2007, the Company will take all actions necessary shall not set incentive performance criteria that are more stringent or less favorable to reserve a sufficient number of Shares for issuance upon Employee than the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options requirements stated in Exhibit A. All option grants shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of made under the terms and conditions of set forth in the Management Plan and the applicable Stock Option AgreementPlan under which they are issued. The Company reserves the right to modify any future Company stock option plan with respect to the change of control or any other provision of said plan. The Company's obligations under this Section are conditioned upon and subject to the Company's decision, in its sole discretion, to alter, suspend or discontinue its stock option grant program, but if the Company does so, it shall replace the program with an alternative form or method of compensation which would yield equal compensation to Employee for the same level of performance.

Stock Options. Incentive In the event that UDC elects to terminate this Agreement pursuant to Section 5 or in the event of a Change of Control of UDC the Employee's employment is terminated by the Employee for Good Reason (or in the event UDC breaches this Agreement by termination of Employee without the notice required under Section 5 or without Cause under Section 7), then UDC shall amend at least one half of all UDC stock options held by him and all restricted stock awards made to him (whether issued subject to forfeiture or to be issued when and if they become vested) so as to (a) cause to vest, immediately prior to the "Options"date of such Change in Control or termination of employment, all such then unvested stock options and restricted stock awards, and (b) provide Employee 90 days to purchase up to 70,000 shares exercise such options (or such greater period as may have been provided in the terms of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"such options). The Company covenants Compensation Committee of UDC, in place prior to the "Change in Control," will have the ability to cause more than one-half of these options to vest. Such determination will be made at the sole discretion of the Compensation Committee. In addition, UDC will, consistent with all applicable laws and regulations, use its reasonable efforts to assist Employee as follows: in securing independent third party financing of the funds required by employee to exercise all vested but unexercised stock options held by him. If such financing is not so obtained by Employee, then UDC shall loan to Employee the funds required by Employee to exercise such options, which loan shall be repayable one year from the date made, will be secured by UDC's common stock purchased upon exercise of such options and will bear interest at the prime rate (ifloating) of Bank One - Texas, N.A. To the Company will take all actions necessary extent that UDC refuses or is unable to present comply with the Management Plan to the directors provisions of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (iiSection 9(a) if the Management Plan is approved of by the directorshereof, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iiitime period contemplated in Section 9(b) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares commence on the last business day immediately preceding date UDC complies with the date provision of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementsaid Section 9(a).

Stock Options. Incentive stock options (i) At the Effective Time, each outstanding Company Option under the Stock Plans, whether vested or unvested, shall be deemed to constitute an option to acquire (a "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "SharesNew Parent Option"), on the same terms and conditions as were applicable under such Company Option, the number of Health Power under the proposed Health Power, Inc. 2000 Management shares of Common Stock Option Plan of Parent (the "Management Plan"). The Company covenants rounded to the Employee as follows: (inearest whole number) the Company will take all actions necessary to present the Management Plan equal to the directors product of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant number of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors Shares issuable upon exercise of Health Power, such Company Option and (B) the grant Price Per Share divided by the average of the Options closing sales prices of Common Stock of Parent on the New York Stock Exchange for the ten (10) consecutive days immediately prior to and including the Employee is further subject to day preceding the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingEffective Time, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price per share (rounded to the nearest whole cent) equal to (x) the closing market aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Option divided by (y) the aggregate number of shares of Common Stock of Parent purchasable pursuant to the New Parent Option (as calculated immediately above); provided, however, that in the case of any Company Option to which Section 422 of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management PlanCode applies, the Employee option price, the number of shares purchasable pursuant to such option and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of exercise of such option shall be determined in accordance with the Management foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. At or prior to the Effective Time, the Company shall take all necessary actions to permit the assumption of the unexercised Company Options by Parent pursuant to this Section and shall take all action necessary to cause the funds held in the Company's Employee Stock Purchase Plan to be used to purchase outstanding Shares through open market transactions so that such Shares will be converted into the right to receive cash in the Merger; provided that thereafter the Company shall terminate the Company's Employee Stock Purchase Plan. -40- 44 (ii) Effective at the Effective Time, Parent shall assume, as a New Parent Option, each outstanding Company Option in accordance with this Section and with the terms of the Stock Plan under which it was issued and the stock option agreement by which it is evidenced. Not later than thirty calendar days after the Closing Date, Parent shall file a registration statement under the Securities Act of 1933 on Form S-8, or other appropriate form, covering shares of Parent Common Stock Option Agreementsubject to such New Parent Options.

Stock Options. Incentive stock options For purposes of this Agreement, "CBI Option" means an option to purchase CBI common shares pursuant to a CBI LTIP and "Convergys Option" means an option to purchase Convergys common shares pursuant to the Convergys LTIP. At the time of the Distribution, each holder of a CBI Option shall receive a Convergys Option to purchase a number of Convergys common shares equal to the number of CBI common shares subject to the CBI Option. Each Convergys Option shall have the same terms and conditions (including vesting) as the CBI Option with respect to which it is granted, except that termination of employment shall mean (i) in the case of a CBI employee or director, termination of employment with CBI and (ii) in the case of a Convergys employee or director, termination of employment with Convergys. Each CBI Option shall be amended to provide that, in the case of a Convergys employee or director, termination of employment shall mean termination of employment with Convergys. The exercise price per share of each CBI Option (the "OptionsCBI Exercise Price") to purchase up to 70,000 shares shall be reduced, and the exercise price per share of common stock, $0.01 par value the associated Convergys Option (the "SharesConvergys Exercise Price"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: ) shall be set so that (i) the Company will take all actions necessary to present sum of the Management Plan CBI Exercise Price (after the reduction provided herein) and the Convergys Exercise Price is equal to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; CBI Exercise Price (before the reduction provided herein) and (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise ratio of the Options; and CBI Exercise Price (iiiafter the reduction provided herein) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee Convergys Exercise Price is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price ratio of the Shares average of the daily high and low per-share prices of CBI common shares on the last business day immediately preceding the date New York Stock Exchange ("NYSE") during each of the 2000 annual meetingfive trading days starting on the ex-dividend date for the Distribution to the average of the daily high and low per-share prices of Convergys common shares on the NYSE during each of the five trading days starting on the ex-dividend date for the Distribution. No Options shall vest until December 31Notwithstanding the foregoing, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name event that the number of Convergys common shares to be distributed to each CBI shareholder at the time of the Employee. Upon receipt of stockholder approval of Distribution with respect to each CBI common share owned by the Management Planshareholder on the record date for the Distribution is greater or less than one, the Employee and Health Power shall enter into a stock option agreement (the "Stock number of Convergys common shares represented by each Convergys Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof Convergys Exercise Price shall be subject adjusted to all of the terms and conditions of the Management Plan and the Stock Option Agreementreflect such difference.

Stock Options. Incentive stock options (a) At the "Options") Effective Time, each KNBT Stock Option which is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of KNBT Common Stock and shall be converted automatically into an option to purchase up to 70,000 shares of common stockNPB Common Stock, $0.01 par value (and NPB shall assume each KNBT Stock Option, in accordance with the "Shares")terms of the applicable KNBT Stock Plan and stock option or other agreement by which it is evidenced, of Health Power under except that from and after the proposed Health PowerEffective Time, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) NPB and the Company will take all actions necessary to present Human Resources Committee of the Management Plan to NPB Board shall be substituted for KNBT and the directors committee of Health Power for their approval at their March 2000 quarterly the KNBT Board of Directors meeting; (including, if applicable, the entire KNBT Board) administering such KNBT Stock Option Plan, (ii) if the Management Plan is approved each KNBT Stock Option assumed by NPB may be exercised solely for shares of by the directorsNPB Common Stock, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved number of shares of NPB Common Stock subject to such KNBT Stock Option shall be equal to the number of shares of KNBT Common Stock subject to such KNBT Stock Option immediately prior to the Effective Time multiplied by the directorsExchange Ratio, the Company will thereafter take all actions necessary to present the Management Plan provided that any fractional shares of NPB Common Stock resulting from such multiplication shall be rounded down to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that nearest share, (Aiv) the grant of per share exercise price under each such KNBT Stock Option shall be adjusted by dividing the Options per share exercise price under each such KNBT Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powernearest cent, and (Bv) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 all outstanding KNBT Options shall become fully vested and exercisable at the Effective Time notwithstanding anything to the contrary in the name applicable KNBT Stock Plan or stock option or other agreement by which a KNBT Stock Option is evidenced. Notwithstanding clauses (iii) and (iv) of the Employee. Upon receipt of stockholder approval preceding sentence, each KNBT Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the Management PlanCode, and the Employee and Health Power shall enter into regulations promulgated thereunder, so as not to constitute a stock option agreement (the "Stock Option Agreement") reflecting the grant modification, extension or renewal of the Options on option within the meaning of Sections 409A and 424(h) of the Code. NPB and KNBT agree to take all necessary steps to effect the foregoing terms. The grant provisions of this Section 2.05 (a), including in the case of NPB taking all corporate action necessary to reserve for issuance a sufficient number of shares of NPB Common Stock for delivery upon exercise of the Options and the exercise thereof shall be subject options to all issue shares of the terms and conditions of the Management Plan and the NPB Common Stock Option Agreementissued in accordance herewith.

Stock Options. Incentive stock options At the Effective Time, each option outstanding (and which by its terms does not lapse on or before the Effective Time) to purchase Company Common Stock (a "Company Stock Option") granted under the Company's 1993 Employee Stock Option Plan, as amended (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "SharesCompany Employee Option Plan"), of Health Power under or the proposed Health Power, Inc. 2000 Management Company's 1993 Outside Director Stock Option Plan (the "Management Company Director Plan" and, together with the Company Employee Option Plan, the "Company Option Plans"). The Company covenants , whether or not then vested or exercisable, shall be replaced by a comparable option to purchase Parent Common Stock (a "Parent Stock Option"), after giving effect to the Employee as follows: (i) requirements of the Company will take all actions necessary Option Plans (including without limitation any provisions with respect to present a change of control of the Management Plan Company) pursuant to which it was granted and any stock option agreement by which it is evidenced. Notwithstanding the directors foregoing, in the event that, as of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsEffective Time, the Company will take all actions necessary to reserve Parent shall not have reserved a sufficient number of Shares shares for issuance upon the exercise of each of the Options; and (iii) if the Management Plan is approved of Parent Stock Options contemplated by the directorsthis Section 2.5, the Company will thereafter take all actions necessary to present the Management Plan then, to the stockholders extent of Health Power for their approval at Health Power's 2000 annual meeting such deficiency and on a pro rata basis, each holder of stockholders. The Employee acknowledges and understands that a Company Stock Option (whether or not then vested or exercisable) shall be entitled to receive, immediately prior to the Effective Time, cash in an amount equal to the difference between (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and Base Consideration Value minus (B) the grant per-share exercise price of the Options applicable Company Stock Option. It is intended that the foregoing provisions shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Code as to any stock option which is an "incentive stock option." Each Parent Stock Option shall be exercisable for that number of shares of Parent Common Stock equal to the Employee is further number of the Company Shares subject to the condition that the Management Plan be approved corresponding Company Stock Option multiplied by the stockholders of Health Power at such annual meetingStock Exchange Ratio, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at have an exercise price per share equal to its exercise price per Company Share divided by the Stock Exchange Ratio (the "Adjusted Strike Price"). Any resulting fractional share of Parent Common Stock shall be rounded down to the nearest whole share and Parent shall pay an amount in cash to the holder of such Company Stock Option at the Effective Time equal to the closing market price product of such fractional share of Parent Common Stock multiplied by an amount equal to the Stock Value minus the Adjusted Strike Price. Parent and the Company shall use commercially reasonable efforts to take all such steps as may be required to cause the transactions contemplated by this Section 2.5 and any other dispositions of equity securities of the Shares on the last business day immediately preceding the date Company or dispositions of Parent equity securities in connection with this Agreement by each individual who (i) is a director or officer of the 2000 annual meeting. No Options shall vest until December 31Company or (ii) at the Effective Time, 2000. On December 31will become a director or officer of Parent, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name to be exempt under Rule 16b-3 of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementExchange Act.

Stock Options. Incentive stock options At the Effective Time, each option outstanding (and which by its terms does not lapse on or before the Effective Time) to purchase Company Common Stock (a "COMPANY STOCK OPTION") granted under the Company's 1993 Employee Stock Option Plan, as amended (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "SharesCOMPANY EMPLOYEE OPTION PLAN"), of Health Power under or the proposed Health Power, Inc. 2000 Management Company's 1993 Outside Director Stock Option Plan (the "Management COMPANY DIRECTOR PLAN" and, together with the Company Employee Option Plan, the "COMPANY OPTION PLANS"). The Company covenants , whether or not then vested or exercisable, shall be replaced by a comparable option to purchase Parent Common Stock (a "PARENT STOCK OPTION"), after giving effect to the Employee as follows: (i) requirements of the Company will take all actions necessary Option Plans (including without limitation any provisions with respect to present a change of control of the Management Plan Company) pursuant to which it was granted and any stock option agreement by which it is evidenced. Notwithstanding the directors foregoing, in the event that, as of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsEffective Time, the Company will take all actions necessary to reserve Parent shall not have reserved a sufficient number of Shares shares for issuance upon the exercise of each of the Options; and (iii) if the Management Plan is approved of Parent Stock Options contemplated by the directorsthis Section 2.5, the Company will thereafter take all actions necessary to present the Management Plan then, to the stockholders extent of Health Power for their approval at Health Power's 2000 annual meeting such deficiency and on a pro rata basis, each holder of stockholders. The Employee acknowledges and understands that a Company Stock Option (whether or not then vested or exercisable) shall be entitled to receive, immediately prior to the Effective Time, cash in an amount equal to the difference between (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and Base Consideration Value minus (B) the grant per-share exercise price of the Options applicable Company Stock Option. It is intended that the foregoing provisions shall be undertaken in a manner that will not constitute a "modification" as defined in Section 424 of the Code as to any stock option which is an "incentive stock option." Each Parent Stock Option shall be exercisable for that number of shares of Parent Common Stock equal to the Employee is further number of the Company Shares subject to the condition that the Management Plan be approved corresponding Company Stock Option multiplied by the stockholders of Health Power at such annual meetingStock Exchange Ratio, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at have an exercise price per share equal to its exercise price per Company Share divided by the Stock Exchange Ratio (the "Adjusted Strike Price"). Any resulting fractional share of Parent Common Stock shall be rounded down to the nearest whole share and Parent shall pay an amount in cash to the holder of such Company Stock Option at the Effective Time equal to the closing market price product of such fractional share of Parent Common Stock multiplied by an amount equal to the Stock Value minus the Adjusted Strike Price. Parent and the Company shall use commercially reasonable efforts to take all such steps as may be required to cause the transactions contemplated by this Section 2.5 and any other dispositions of equity securities of the Shares on the last business day immediately preceding the date Company or dispositions of Parent equity securities in connection with this Agreement by each individual who (i) is a director or officer of the 2000 annual meeting. No Options shall vest until December 31Company or (ii) at the Effective Time, 2000. On December 31will become a director or officer of Parent, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name to be exempt under Rule 16b-3 of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementExchange Act.

Stock Options. Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) On the Company will take all actions necessary Effective Date, each FBKP Option which is then outstanding, whether or not exercisable, shall cease to present represent a right to acquire shares of FBKP Common Stock and shall be converted automatically into an option to purchase shares of PSB Common Stock, and PSB shall assume each FBKP Option, in accordance with the Management Plan to terms of the directors of Health Power for their approval at their March 2000 quarterly FBKP Stock Option Plan, the FBKP Standby Options and the stock option agreements and certificates by which they are evidenced, except that from and after the Effective Date, (i) PSB and its Board of Directors meeting; or a duly authorized committee thereof shall be substituted for FBKP and FBKP's Board of Directors or duly authorized committee thereof administering such FBKP Stock Option Plan, (ii) if the Management Plan is approved each FBKP Option assumed by PSB may be exercised solely for shares of by the directorsPSB Common Stock, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved number of shares of PSB Common Stock subject to such FBKP Option shall be equal to the number of shares of FBKP Common Stock subject to such FBKP Option immediately prior to the Effective Date multiplied by the directorsApplicable Exchange Ratio, the Company will thereafter take all actions necessary to present the Management Plan provided that any fractional shares of PSB Common Stock resulting from such multiplication shall be rounded to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powernearest share, and (Biv) the grant per share exercise price under each such FBKP Option shall be adjusted by dividing the per share exercise price under each such FBKP Option by the Applicable Exchange Ratio, provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (i v) of the Options to preceding sentence, each FBKP Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingIRC, and that if such approval is the regulations promulgated thereunder, so as not received from stockholdersto constitute a modification, the grant extension or renewal of the Options shall be automatically null and void and without further force or effect If option within the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price meaning of Section 424(h) of the Shares on the last business day immediately preceding the date of the 2000 annual meetingIRC. No Options shall vest until December 31, 2000. On December 31, 2000, PSB and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on FBKP agree to take all necessary steps to effect the foregoing terms. The grant provisions of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 1.02(f).

Stock Options. Incentive The Executive will be granted stock options (the "Options") to purchase up to 70,000 for a minimum of 10,000 unregistered, restricted shares of common stock, $0.01 par value (the "Shares"), Common Stock of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors Bancorp on each of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 20042001, 14,000 Options shall become fully vested December 31, 2002, and October 16, 2003 (said latter date to be extended to December 31, 2003 in the name event of the Employee. Upon receipt Executive remains employed by the Bank after October 16, 2003), exercisable for a period of stockholder approval ten (10) years from the date of grant and exercisable at a price equal to the Management Planfair market value of such shares on each such date of grant, all as determined by and subject to the Employee and Health Power shall enter into terms of a stock option agreement (plan to be approved by the "Stock Option Agreement") reflecting Board of Directors and the grant shareholders of the Options on Bancorp. In the foregoing terms. The grant of event that any future stock options are granted to any other employees or directors containing terms or conditions more favorable than the Options aforesaid options granted to the Executive, or any existing and outstanding options are modified to include any such more favorable provisions, the exercise thereof Executive shall be subject have the right to all of have the terms and conditions of his stock options modified to incorporate such more favorable terms. In the Management Plan event that the Board determines, in its reasonable discretion, that any of the aforesaid stock options for the Executive cannot be granted, the Executive shall have the right to receive, as additional compensation, within 30 days of the Determination Date (as defined below), an amount equal to the product of (A) the difference between (1) the market value of a share of Common Stock of Bancorp underlying such option had it been available on the date of the scheduled award (such market value to be equal to the average of the closing price of a share of the Common Stock of Bancorp as reported by the NASDAQ Stock Market Inc. for the ten (10) trading days prior to the respective December 31) and (2) the market value of a share of Common Stock of Bancorp on the date chosen by the Executive during the ten year period after the date of the scheduled award (the date chosen by the Executive, the "Determination Date"), multiplied by (B) the number of shares of Common Stock of Bancorp which would have been covered by such option had it been granted. The Determination Date shall be the date immediately preceding the date on which a written notice is received by the Bank via overnight mail service and the Stock Option Agreementapplicable market value shall be the closing price of the shares of Bancorp on the Determination Date. Alternatively, the Executive may hand-deliver such a written notice to the Chairman of the Board of Bancorp after the closing of the NASDAQ market on any date during said period stipulating that such date shall be the Determination Date in respect of the aforesaid procedure. The aforesaid cash amount shall be payable to the Executive only in respect of option shares which otherwise have been fully vested as of any Determination Date. In the event the Employment Period is terminated for cause (as defined herein), or is otherwise terminated by the Executive or by reason of Executive's death or disability, the Executive shall forfeit the right to exercise any of the aforesaid options, provided, however, that in the event of a termination based upon a Change of Control (as hereinafter defined), or a termination other than for cause or by reason of the Executive's death or disability, all granted but unvested options will be deemed to fully vest at the time of such termination.

Stock Options. Subject to and conditioned upon the Executive’s delivering to the Company the Release provided for in Section 16 with all periods for revocation expired and notwithstanding any provision in the Incentive Compensation Plan, the 1998 Option Plan, other relevant plan or program or this Section 6, all stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants granted to the Employee as follows: (i) Executive by the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve which have not otherwise vested shall vest immediately upon a sufficient number of Shares for issuance Termination that occurs upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options Change in Control or thereafter on or before the second anniversary of the Change in Control and such vested stock options shall remain exercisable for a period of ninety (90) days following the Termination Date (or such longer period as may be set forth in the applicable stock option plan or award agreement), but not later than the expiration of the stated option term; provided, however, such stock options shall vest until December 31immediately upon the consummation of a Change in Control if the successor entity has not either assumed (expressly or impliedly) the Company’s obligations under the applicable option award or plan document or issued to the Executive a substitute stock option award of equivalent value on no less favorable terms for vesting or payment as provided under the stock option award so replaced; provided further that, 2000. On December 31subject to Section 6(d), 2000within five (5) days after all periods for revocation have expired in the Release provided for in Section 16, the Company may, at its election, pay to the Executive in cash an amount equal to the aggregate of the difference between the exercise price of each stock option granted to the Executive prior to the consummation of the Change in Control that remains outstanding and unexercised at the time of Termination, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name fair market value (computed as the average of the Employee. Upon receipt of stockholder approval high and low trades reported on the New York Stock Exchange) of the Management PlanCommon Stock subject to the option, determined as of the Termination Date. Such cash payment shall be deemed to be in lieu of and in substitution for any right the Executive may have to exercise such stock option or a related stock appreciation right under the terms of the relevant stock option plan describing such rights, and the Executive agrees to surrender all stock options and related stock appreciation rights being cashed out hereunder prior to receiving the cash payment described above. For purposes hereunder, the Employee and Health Power shall enter into a term “stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall option” should be subject read to include all of the terms and conditions of the Management Plan and the Stock Option Agreementother similar equity instruments, including, but not limited to, stock appreciation rights.

Stock Options. Incentive stock options (a) At the "Options") Effective Time, each option granted by the Company to purchase up to 70,000 shares of common stockCompany Common Stock (each a “Company Option”) which was granted pursuant to any stock option plan, $0.01 par value program or arrangement of the Company as set forth on Section 3.2 the Company Disclosure Letter (collectively, the "Shares"“Company Option Plans”), that is outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire share of Health Power under Company Common Stock, and Parent shall assume each such Company Option (hereafter, “Assumed Option”) subject to the proposed Health Power, Inc. 2000 Management Stock terms of the applicable Company Option Plan (and the "Management Plan"). The Company covenants to agreement evidencing the Employee as follows: grant thereunder of such Assumed Option; provided, however, that the (i) the Company will take all actions necessary to present the Management Plan number of shares of Parent Common Stock purchaseable upon such exercise of such Assumed Option shall be equal to the directors number of Health Power for their approval at their March 2000 quarterly Board shares of Directors meeting; Company Common Stock that were purchasable under such Company Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded to the nearest whole share, and (ii) if the Management Plan is approved of per share exercise price under such Assumed Option shall be adjusted by dividing the per share exercise price under such Company Option by the directorsExchange Ratio, and rounding to the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; nearest whole cent, and (iii) such Assumed Option shall not terminate if the Management Plan holder ceases to be a director, officer or employee or consultant of the Surviving Corporation or any of its affiliates (including Parent and its Subsidiaries). In the case of any Assumed Option that is approved an “incentive stock option” (as defined in Section 422 of by the directorsCode), the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholdersexercise price, the grant number of the Options shall be automatically null shares of Parent Common Stock purchasable pursuant to such Assumed Option and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of exercise of such option shall be determined in order to comply, to the Management Plan fullest extent possible, with Section 424(a) of the Code. Prior to the Effective Time, Parent shall prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering all the shares of Parent Common Stock subject to the Assumed Options, and such registration statement shall be kept effective (and the Stock current status of the prospectus or prospectuses required thereby shall be maintained) as long as any Assumed Option Agreementremains outstanding.

Stock Options. Incentive At the Effective Time, each Company Stock Award that is a stock options (the "Options") option to purchase up to 70,000 shares of common stockCompany Common Stock (each a “Company Stock Option”) that is outstanding immediately prior to the Effective Time and is held by a Continuing Service Provider, $0.01 par value whether or not then vested or exercisable (each, an “Assumed Option”) shall be assumed by Parent and converted into an option to acquire a number of shares of Parent Class A Common Stock, as provided herein. Each such Assumed Option shall be subject to the "Shares"), of Health Power under same terms and conditions as applied to the proposed Health Power, Inc. 2000 Management Company Stock Option Plan (the "Management Plan"). The Company covenants immediately prior to the Employee as follows: (i) Effective Time, including the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsvesting schedule applicable thereto, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands except that (A) the grant number of the Options shares of Parent Class A Common Stock subject to such Assumed Option shall be equal to the Employee is product obtained by multiplying (x) the number of shares of Company Common Stock subject to such Company Stock Option as of immediately prior to the condition that Effective Time by (y) the Management Plan be approved by Option Exchange Ratio (with the directors resulting number rounded down to the nearest whole share of Health PowerParent Class A Common Stock), and (B) the grant per share exercise price of each Assumed Option shall be equal to the quotient obtained by dividing (x) the per share exercise price at which such Assumed Option was exercisable immediately prior to the Effective Time by (y) the Option Exchange Ratio (with the resulting price per share rounded up to the nearest whole cent). It is the intention of the Options parties that each Assumed Option that qualified as a United States-based incentive stock option (as defined in Section 422 of the Code) shall continue to so qualify, to the Employee is further subject to maximum extent permissible, following the condition Effective Time, and further, that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant assumption of the Assumed Options shall be automatically null effected in a manner that satisfies the requirements of Section 409A and void 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 2.7(d)(i) will be construed consistent with this intent. Each Company Stock Option that is outstanding immediately prior to the Effective Time and is held by a Person that is not a Continuing Service Provider shall not be assumed by Parent and by virtue of the Merger and without any further force action on the part of Parent, Merger Sub One, Merger Sub Two, the Company or effect If the Management Plan is approved by Health Power's directors and stockholdersholder thereof, then the Options shall be at an exercise price equal cancelled and shall have no further effect following the Effective Time. The Company shall take all actions reasonably necessary to the closing market price cause each Company Stock Option held by a Person that is not a Continuing Employee to be cancelled and terminated as of the Shares on Effective Time, either pursuant to its terms or pursuant to an agreement with the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementholder thereof.

Stock Options. Incentive The Company shall establish an incentive stock options option plan for the executives, employees and directors of the Company (the "OptionsPlan"). The participants in the Plan shall be entitled to purchase, pursuant to the options to be granted thereunder (which may be "incentive stock options" within the meaning of Section 422(b) to purchase up to 70,000 of the Internal Revenue Code, or non-incentive stock options) an aggregate number of shares of the Company's common stock, $0.01 one-third cent par value (the "SharesCommon Stock"), as shall be equal to approximately 20% of Health Power the total number of shares of Common Stock which shall be issued and outstanding upon consummation of the stock purchase agreement dated of as May 3, 1999 between the Company and the Executive (the "post-agreement issued and outstanding shares"). As soon as practically possible after the Plan has been authorized by the Company's shareholders, the Company shall register the Common Stock to be issued upon exercise of the options to be granted thereunder for sale by the Company, and for resale by holders thereof, pursuant to the Securities Act of 1933, as amended. The Executive, together with the Company's new Vice President - Sales and Marketing, Xx. Xxxxxx Xxxxxxxx, and such other executives as shall be hired by the Company during the term of this Agreement upon the advice of the Executive, shall be entitled to purchase, pursuant to the options to be granted under the proposed Health PowerPlan an aggregate number of shares of Common Stock as shall be equal to 10% of the total number of post-agreement issued and outstanding shares. The exercise price for each of such options shall be $1.00 per share. The vesting of such options shall occur at the rate of 25% per annum at the end of each Review Period during the Employment Period, Inc. 2000 Management Stock Option and the exercise of all vested options shall be conditioned upon the achievement of a set of pre-determined earnings, revenue and other performance targets to be formulated mutually by the Executive and the Board or the committee administering the Plan (the "Management PlanPerformance Targets"). The Company covenants to term of such options shall be the Employee as follows: (i) 51 month period commencing on the Company will take date of commencement of the Employment Period. The Plan and such options shall provide that, upon the death, disability or termination of employment of the Executive other than "for cause," all actions necessary to present options which shall then have vested, or which would have vested if such event had occurred on the Management Plan to last day of the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of then current Review Period, shall be exercisable by the directorsExecutive, or by the Company person or persons to whom such options shall pass by will take or by the laws of descent and distribution, as the case may be, during the six month period following the date of occurrence of such event, provided, that, all actions necessary applicable conditions to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options options shall be automatically null and void and without further force have been satisfied on or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding before the date of exercise thereof. Each option granted pursuant to the 2000 annual meeting. No Options Plan shall vest until December 31also contain such other terms, 2000. On December 31, 2000, limitations and on each December 31 thereafter until December 31, 2004, 14,000 Options conditions as the Board or the committee administering the Plan shall become fully vested in deem appropriate pursuant to the name provisions of the EmployeePlan. Upon receipt of stockholder approval of In the Management event that the Company's shareholders fail to authorize the Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof options to be granted hereunder shall be issued as non-Plan options in accordance with, and subject to all of the foregoing terms and conditions of the Management Plan and the Stock Option Agreementconditions.

Stock Options. Incentive Company will, promptly on or after the date of this Agreement, take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel, after the Offer Completion (as defined in Section 6.5(a)) and prior to the Effective Time, all outstanding options (collectively, the "OptionsSTOCK OPTIONS" and individually, a "STOCK OPTION") to purchase up to 70,000 shares of common stockCompany Common Stock heretofore granted under any such employee or nonemployee director stock option plan with Company and to pay, $0.01 par value promptly, and in any event within five days, after the Offer Completion, in cancellation of each such Stock Option (whether or not such Stock Option is then exercisable) a cash amount equal to the amount, if any, by which the Merger Consideration exceeds the per share exercise price of such Stock Option, multiplied by the number of shares of Company Common Stock then subject to such Stock Option (the "SharesSTOCK OPTION SETTLEMENT AMOUNT"), but subject to all required tax withholdings by Company. Each holder of Health Power under a then outstanding Stock Option that Company does not have a right to cancel pursuant to the proposed Health Powerterms of the applicable stock option plan, upon execution of a cancellation agreement (a "STOCK OPTION CANCELLATION AGREEMENT") with Company, which Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the Offer Completion, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from Company promptly and in any event within five days after the later of the Offer Completion or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be canceled upon payment of the Stock Option Settlement Amount for such Option. The Company Board or the Committee appointed pursuant to Section 2 of the Funco, Inc. 2000 Management 1993 Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; Amended and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December Restated Through July 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested 1998 has determined that a Potential Change in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement Control (the "as defined in said Stock Option Agreement"Plan) reflecting has occurred for purposes of determining the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Change in Control Price (as defined in said Stock Option AgreementPlan).

Stock Options. Incentive stock At or prior to the Effective Date, Palatin and MBI shall take all action necessary to cause the assumption by Palatin as of the Effective Date of all outstanding options as of the Effective Date (the "Outstanding Options") to purchase up to 70,000 shares of common stockMBI Common Stock, $0.01 par value (the "Shares")whether vested or unvested, of Health Power issued under the proposed Health PowerMBI's Pre-1984 Stock Option Plan, Inc. 2000 Management 1984 Stock Option Plan, 1993 Stock Option Plan, , 1993 Outside Director's Stock Option Plan, 1997 Outside Directors Stock Option Plan and 1998 Stock Option Plan (the "Management PlanMBI Stock Option Plans") or pursuant to separate option agreements, all of which are listed in Section 3.5 of the MBI Disclosure Schedule (as defined below). Each of the Outstanding Options shall be converted without any action on the part of the holder thereof into an option to purchase shares of Palatin Common Stock as of the Effective Date. The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance shares of Palatin Common Stock that the holder of an assumed Outstanding Option shall be entitled to receive upon the exercise of such option shall be a number of whole and fractional shares determined by multiplying the number of shares of MBI Common Stock subject to such option, determined immediately before the Effective Date, by the Exchange Ratio. The exercise price of each share of Palatin Common Stock subject to an assumed Outstanding Option shall be the amount (rounded up to the nearest whole cent) obtained by dividing the exercise price per share of MBI Common Stock at which such option is exercisable immediately before the Effective Date by the Exchange Ratio. Except as specified in Section 3.5 of the MBI Disclosure Schedule, the assumption and substitution of options as provided in this Section shall not give the holders of such options additional benefits or additional vesting rights which they did not have immediately prior to the Effective Date or relieve the holders of any obligations or restrictions applicable to their options or the shares obtainable upon exercise of the options. Only whole shares of Palatin Common Stock shall be issued upon exercise of any Outstanding Option, and in lieu of receiving any fractional share of Palatin Common Stock, the holder of such option shall receive in cash the Prior Day Market Price (as defined below) of the fractional share, net of the applicable exercise price of the fractional share and applicable withholding taxes. After the Effective Date, the MBI Stock Option Plans and any Outstanding Options issued outside the scope of the MBI Stock Option Plans shall be continued in effect by the Surviving Corporation subject to amendment, modification, suspension, abandonment or termination as provided therein, and the Stock Option Plans as so continued (i) shall relate solely to Outstanding Options; , (ii) thereafter shall relate only to the issuance of Palatin Common Stock as provided in this Section and (iii) shall continue to provide for equitable adjustment in the terms of Outstanding Options in the event of certain corporate events which alter the capital structure of the Surviving Corporation. For purposes of this Agreement, the term "Prior Day Market Price" with respect to shares of either Palatin Common Stock or MBI Common Stock, as applicable, shall mean the last reported sale price or, if not so reported, the Management Plan is approved average of the high bid and low asked prices in the over-the-counter market, as reported by the directors, applicable exchange or automated quotation system on which such stock trades for the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of day for which the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementPrior Day Market Price is being determined.

Stock Options. Incentive stock options Immediately prior to the Effective Time, subject to obtaining any consent which may be necessary from the holder of the outstanding options, the Company shall cancel and settle, by cash payment to the holders thereof (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "SharesOption Settlement Amount"), all the outstanding options to purchase shares of Health Power Common Stock (whether or not such options are currently exercisable or vested) which have heretofore been granted under the proposed Health Power, Inc. 2000 Management Stock Option Plan (following stock plans and agreements of the "Management Plan"). The Company covenants to the Employee as followsCompany: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Foodbrands America, Inc. 1992 Stock Incentive Plan, as amended, (ii) if Foodbrands America, Inc. Associate Stock Purchase Plan, (iii) Foodbrands America, Inc. Nonqualified Associate Stock Purchase Plan, (iv) Deferred Stock Compensation Plan for the Management Plan is approved non-employee directors of by Foodbrands, and (v) the directors, 25,000 options issued to certain directors of the Company will take all actions necessary pursuant to reserve a sufficient number of Shares for issuance upon option agreements dated April 27, 1995. (Such plans and agreements are referred to herein collectively as the exercise "Stock Option Plans.") Except as otherwise provided pursuant to the terms of the Options; Stock Option Plans in clauses (ii) and (iii) if the Management Plan is approved of by the directorsabove, the Company will thereafter take all actions necessary such Option Settlement Amount with respect to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options each cancelled option shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at in an exercise price amount equal to the closing market excess, if any, of the Merger Consideration over the per share exercise price of such cancelled option, multiplied by the Shares on number of shares of Common Stock into which such cancelled option would be exercisable, less any amounts that the last business day immediately preceding Company is required to withhold and pay over to any federal and state, local or other tax authorities under applicable law with respect to such Option Settlement Amount. The remaining proceeds, if any, will be paid to the date option holder in cash. Such cash settlement shall constitute full performance of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and Company's obligations under the Stock Option AgreementPlans and any related stock option agreements. Except as otherwise agreed to by the parties, the Stock Option Plans shall terminate before or as of the Effective Time.

Stock Options. Incentive Employee has previously been granted a non-qualified stock options option to purchase 171,900 shares of the Company’s common stock (the "Options"“Prior Option”) pursuant to the terms of the Company’s 2011 Equity Incentive Plan (the “Plan”) and that certain Stock Option Agreement between Company and Employee effective as of July 11, 2014. The Prior Option remains subject to the terms of the Plan and the July 11, 2014 Stock Option Agreement. Subject to approval by the Board, Employee will be granted, effective as of date of Board approval, an incentive stock option to purchase up to 70,000 a number of shares of the Company’s common stock, which taken together with the shares covered by the Prior Option, will represent 1.40% of the Company’s total outstanding shares of common stock, $0.01 par value determined on a fully-diluted, as-converted into common stock basis after the conclusion of the first tranche of the Company’s Series B Preferred Stock Financing. (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"“New Option”). The Company covenants New Option will be granted pursuant to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and will be further subject to the Stock terms of a stock option agreement as approved by the Board setting forth the exercise price, vesting conditions, and other restrictions. One fourth of the total number of the shares covered by the New Option Agreementwill vest on the first anniversary of the date hereof, and one forty eighth (1/48th) of the total number of the shares covered by the New Option will vest each month over the following thirty six (36) months thereafter, so long as Employee remains employed by the Company through each such vesting date. Fifty Percent (50%) of any unvested portion of the New Option will immediately vest upon the consummation of a Change in Control (as defined below) and any remaining unvested portion of the New Option will immediately vest if Employee’s employment is terminated by the Company without Cause (as defined below) or Employee resigns with Good Reason (as defined below) within ninety (90) days following a Change in Control. As used herein, “Change in Control” means (i) the Company’s merger or consolidation with or into another entity such that the stockholders of the Company prior to such transaction do not or are not expected to own a majority of the voting stock of the surviving entity, (ii) the sale or other disposition of all or substantially all of the assets of the Company, (iii) the sale or other disposition of greater than 50% of the then-outstanding voting stock of the Company by the holders thereof to one or more persons or entities who are not then stockholders of the Company.

Stock Options. Incentive stock options (a) At the "Options") to purchase up to 70,000 shares of common stockEffective Time, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Target Stock Option Plan (and each Target Option, whether vested or unvested, shall be assumed by Acquiror, and Target's repurchase right with respect to any unvested option shares granted under the "Management Plan")Target Stock Option Plan shall be assigned to Acquiror and Acquiror shall thereafter comply with the terms of the Target Stock Option Plan with respect to such assumed Target Options. The Company covenants On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each Target Option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the Target Stock Option Plan immediately prior to the Employee as follows: Effective Time, except that (i) the Company will take all actions necessary to present the Management Plan such Target Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the directors product of Health Power for their approval at their March 2000 quarterly Board the number of Directors meeting; shares of Target Common Stock that were issuable upon exercise of such Target Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio (as defined below) and rounded down to the nearest whole number of shares of Acquiror Common Stock, (ii) if the Management Plan is approved per share exercise price for the shares of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance Acquiror Common Stock issuable upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options Target Option shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded down to the nearest whole cent. The vesting of any unvested Target Options will not accelerate as a result of the Shares on execution of this Agreement or the last business day immediately preceding the date consummation of the 2000 annual meetingtransactions contemplated hereby. No Options shall vest until December 31Within 45 business days after the Effective Time, 2000. On December 31Acquiror will issue to each person who, 2000immediately prior to the Effective Time was a holder of a Target Option a document evidencing the foregoing assumption of such Target Option by Acquiror, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in within 45 business days after an adjustment to the name Option Exchange Ratio as a result of the Employee. Upon receipt provisions of stockholder approval of the Management PlanAnnex A hereto, the Employee and Health Power shall enter into Acquiror will issue to each such person a stock option agreement (the "Stock Option Agreement") revised document reflecting the grant of the Options on the foregoing termsadjusted Option Exchange Ratio. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement."

Stock Options. Incentive stock Prior to the Distribution, Stream International shall ------------- adjust each Stream International Option by reducing to $4.86 the per share exercise price for such option (other than options with exercise prices at or above $4.86 per share and options held by Messrs. Cowan, Leahy, Xxxxx and Xxxxxxxxx and certain options held by Xx. Xxxxxxx) and by providing, with respect to those option holders who will be employed by MMI Holdings, CST Holdings or their Subsidiaries following the Distribution, that the option terminates three months after the option holder ceases to be employed by MMI Holdings or CST Holdings or their Subsidiaries, as the case may be (each such option, as so adjusted prior to the Distribution Date, the "OptionsAdjusted Option") ). In connection with the Distribution, each Stream International Option to purchase up to 70,000 shares of common stockClass A Common Stock of Stream International shall be supplemented with an option to purchase an identical number of shares of voting stock of each of CST Holdings and MMI Holdings, $0.01 par value and each Stream International Option to purchase shares of Class B Common Stock of Stream International shall be supplemented with an option to purchase such number of shares of voting stock of each of CST Holdings and MMI Holdings as is equal to the number of shares of Class A Common Stock into which the shares of Class B Common Stock covered by such option would be convertible at the conversion rate fixed on the date of the Drop-down (collectively, the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management PlanAdditional Options"). The Company covenants to per share exercise price for the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Additional Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market product determined by multiplying the exercise price per share of Stream International Common Stock at which such Stream International Option was exercisable by 11.93% in the case of the Additional Option granted by MMI Holdings and 38.48% in the case of the Additional Option granted by CST Holdings. The per share exercise price for each Stream International Option shall be reduced by an amount equal to the aggregate exercise price of the Shares on the last business day immediately preceding the date Additional Options granted in respect of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing termssuch option. The grant of the Additional Options and the exercise thereof shall be subject to all the terms of the terms MMI Holdings and conditions CST Holdings 1997 Class A Replacement Stock Option Plans, 1997 Class A California Replacement Stock Option Plans and 1997 Class B Replacement Stock Option Plans, as applicable. Notwithstanding all the foregoing in this Section 2.7, if the holder of an outstanding Stream International Option does not consent in writing to the Management Plan adjustment of such holder's option in accordance with the foregoing, such holder's option shall not be adjusted and no Additional Options shall be granted to such holder. Upon termination of employment of any employee of MMI Holdings or any MMI Subsidiary who has an Adjusted Option, MMI Holdings shall provide to Stream International and CST the name of such employee and the Stock Option Agreementdate the employee ceased employment with MMI Holdings or any MMI Subsidiary and shall indicate whether the termination was for cause. Upon Stream International's request from time to time, MMI shall also provide a complete list of employees of MMI Holdings or any MMI Subsidiary who have Adjusted Options, which list shall show such holder's name, Social Security number and address and shall include such other information as Stream International shall reasonably request. Upon termination of employment of any employee of Stream International or any Stream International Subsidiary who has an Additional Options granted by MMI Holdings, Stream International shall provide to MMI Holdings the name of such employee and the date the employee ceased employment with Stream International or a Stream International Subsidiary and shall indicate whether the termination was for cause. Upon MMI Holdings' request from time to time, Stream International shall also provide a complete list of employees of Stream International or any Stream International Subsidiary who have Additional Options granted by MMI Holdings, which list shall show such holder's name, Social Security number and address and shall include such other information as MMI Holdings shall reasonably request.

Stock Options. Incentive For each fiscal year ending during the term of this Agreement, Company will grant Employee an option to purchase the greater of (i) 25,000 of Company's common shares at Fair Market Value (as hereinafter defined) on the date of grant or (ii) 10,000 of Company's common shares at Fair Market Value on the date of grant for each full $250,000 by which Pre-Tax Profits for each fiscal year (commencing with the fiscal year ending December 31, 1999) exceeds Pre-Tax Profits for the prior fiscal year, provided, however, that in no event shall Employee be granted options hereunder to purchase more than 150,000 of Company's common shares with respect to any one fiscal year. The stock options (contemplated hereby shall be granted at or concurrently with a meeting of the "Options") Board of Directors first following the end of the fiscal year when audited financial statements of the Company's results of operations for the prior fiscal year are made available. If there shall not be sufficient common shares available for the grant of stock options to purchase up Employee pursuant to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Company's 1998 Stock Option Plan (or a later Stock Option Plan approved by Company's shareholders) for any fiscal year ending during the "Management Plan")term of this Agreement, Company shall, at the Annual Meeting of Shareholders first following the end of such fiscal year, submit to its shareholders for approval a stock option plan to authorize the issuance of at least that number of common shares necessary to grant Employee's stock options for such fiscal year as contemplated hereby. In the event Company's shareholders do not approve such a stock option plan, then Employee shall receive only a pro-rata share of stock options from options, if any, available for grant from prior years' plans which were approved by Company's shareholders after 1998. The Company covenants to pro-rata share shall be determined by dividing the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors number of Health Power shares available for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of grant by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares Employees eligible for issuance upon grants under employment agreements with the exercise Company. In the event of termination of employment, Employee's right to receive stock options hereunder shall terminate as of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the effective date of the 2000 annual meetingsuch termination. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (with Company, substantially in the form of Exhibit A attached hereto, each time options are granted to Employee hereunder. For purposes of this Agreement, the term "Stock Option AgreementFair Market Value" shall mean the mean between dealer closing ") reflecting the grant of the Options bid" and "ask" on the foregoing terms. The grant last day on which Company's common shares were traded immediately preceding the date such options are granted, as reported by the National Association of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementSecurities Dealers Automated Quotation System ("NASDAQ"), or NASDAQ's successor.

Stock Options. Incentive stock options (the "Options"a) to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; of the Company (ii) if or the Management Plan proper committee thereof), by amendment of the appropriate Stock Option plan or by resolution of the Board of Directors, as may be appropriate, shall cause, immediately prior to the Effective Time, each unvested Stock Option (other than Frozen Options), which is approved outstanding immediately prior to the Effective Time, without any action on the part of by the directorsholder thereof, to become fully vested (in the case of all outstanding Stock Options granted under the 1992 Option Plan, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon 1994 Option Plan and the exercise 1995 Option Plan and those Stock Options granted under the 1996 Option Plan and listed in Attachment 4.4(2) of the Company Disclosure Schedule in the columns headed "1996 Options; " - "10%" or "COC") or canceled (in the case of Stock Options granted under the 1996 Option Plan, which are not Frozen Options and (iiiwhich are not referred to in the immediately preceding parenthetical) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan pursuant to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges terms thereof, and understands that if vested, converted (along with each otherwise Vested Option outstanding immediately prior to the Effective Time) into the right to receive, less applicable withholding taxes and without interest, (A) cash in an amount equal to the grant difference (if positive) between (x) the Cash Price and (y) the exercise price of such option, provided, if the difference between (x) the Cash Price and (y) the exercise price of such option is zero or less, such option shall, immediately prior to the Effective Time, and without any action on the part of the Options to the Employee is subject to the condition that the Management Plan holder thereof, be approved by the directors of Health Power, canceled and no consideration shall be issued in exchange therefor; and (B) if the grant holder of the Options such Stock Option becomes a party to the Employee is further subject Stockholders Agreement, in respect of each share of Company Common Stock which such holder had the right to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be acquire at an exercise price equal per share of Company Common Stock which is less than the Cash Price, one Additional Consideration Right. The Company shall pay amounts due to the closing market price holders of Stock Options under this Section 3.2(a) immediately prior to the Shares on the last business day immediately preceding the date of the 2000 annual meetingEffective Time. No Options shall vest until December 31As used herein, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.

Stock Options. Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) At the Company will take all actions necessary to present the Management Plan Effective Date, each Graystone Stock Option which is outstanding and unexercised immediately prior to the Effective Date, whether or not then vested and exercisable, shall cease to represent a right to acquire shares of Graystone Common Stock and shall be converted automatically into an option to purchase shares of Tower Common Stock, and Tower shall assume each Graystone Stock Option, in accordance with the terms of the applicable Graystone Stock-Based Plan or other agreement by which it is evidenced, except that from and after the Effective Date, (i) Tower and a disinterested committee of the Tower board of directors shall be substituted for Graystone and the committee of Health Power for their approval at their March 2000 quarterly Board the Graystone board of Directors meeting; directors (including, if applicable, the entire Graystone board of directors) administering such Graystone Stock Plan, (ii) if each Graystone Stock Option assumed by Tower may be exercised solely for shares of Tower Common Stock, (iii) the Management Plan is approved number of shares of Tower Common Stock subject to such Graystone Stock Option shall be equal to the number of shares of Graystone Common Stock subject to such Graystone Stock Option immediately prior to the Effective Date multiplied by the directorsExchange Ratio, provided that any fractional shares of Tower Common Stock resulting from such multiplication shall be rounded down to the Company will nearest share, and (iv) the per share exercise price under each such Graystone Stock Option shall be adjusted by dividing the per share exercise price under each such Graystone Stock Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Graystone Stock Option which is an “incentive stock option” shall be adjusted as required by Sections 409A and 424 of the IRC, and the regulations and guidance promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Sections 409A and 424(h) of the IRC. Tower and Graystone agree to take all actions necessary steps to effect the foregoing provisions of this Section 1.02(g), including in the case of Tower taking all corporate action necessary to reserve for issuance a sufficient number of Shares shares of Tower Common Stock for issuance delivery upon the exercise of the Options; and (iii) if the Management Plan is approved options to issue shares of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Tower Common Stock issued in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementaccordance herewith.

Stock Options. Incentive stock options (i) On the "Options") Effective Date, each ML Option which is then outstanding, whether or not exercisable, shall cease to represent a right to acquire shares of ML Common Stock and shall be converted automatically into an option to purchase up to 70,000 shares of common stockSovereign Common Stock and the corresponding number of Sovereign Stock Purchase Rights, $0.01 par value (and Sovereign shall assume each ML Option, in accordance with the "Shares"), terms of Health Power under the proposed Health Power, Inc. 2000 Management applicable ML Stock Option Plan (and stock option agreement by which it is evidenced, except that from and after the "Management Plan"). The Company covenants to the Employee as follows: Effective Date, (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Sovereign and its Board of Directors meeting; or a duly authorized committee thereof shall be substituted for ML and ML's Board of Directors or duly authorized committee thereof administering such ML Stock Option Plan, (ii) if the Management Plan is approved each ML Option assumed by Sovereign may be exercised solely for shares of by the directorsSovereign Common Stock and Sovereign Stock Purchase Rights, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved number of shares of Sovereign Common Stock subject to such ML Option shall be equal to the number of shares of ML Common Stock subject to such ML Option immediately prior to the Effective Date multiplied by the directorsApplicable Exchange Ratio, the Company will thereafter take all actions necessary to present the Management Plan provided that any fractional shares of Sovereign Common Stock resulting from such multiplication shall be rounded down to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powernearest share, and (Biv) the grant per share exercise price under each such ML Option shall be adjusted by dividing the per share exercise price under each such ML Option by the Applicable Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (iii) and (iv) of the Options to preceding sentence, each ML Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingIRC, and that if such approval is the regulations promulgated thereunder, so as not received from stockholdersto constitute a modification, the grant extension or renewal of the Options shall be automatically null and void and without further force or effect If option within the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price meaning of Section 424(h) of the Shares on the last business day immediately preceding the date of the 2000 annual meetingIRC. No Options shall vest until December 31, 2000. On December 31, 2000, Sovereign and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on ML agree to take all necessary steps to effect the foregoing terms. The grant provisions of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 1.02(f).

Stock Options. Incentive Your timely election to terminate your employment pursuant to this Section 9(h) will be treated the same as a termination by the Company without Cause (as defined in the Agreement) for purposes of your ability to exercise your Stock Options under your Stock Option Agreements. Accordingly, as of the Effective Date, you will have ninety (90) days to exercise any outstanding, vested Stock Options. You and the Company acknowledge and agree that Exhibit C attached hereto accurately reflects the current status of stock options granted to you by the Company.” Section 9(c) of the Agreement is hereby amended and replaced with the following: “In the event that your employment is voluntarily terminated by you at any time (except as the "Options") result of your timely election to purchase up receive the Incentive Package pursuant to 70,000 shares of common stock, $0.01 par value subsection (the "Shares"h), or for Good Reason within two (2) years after a Change in Control of Health Power under Net, Inc.) then you shall not be eligible to receive any payments set forth in this Section 9.” Section 14(e) of the proposed Health PowerAgreement is hereby amended and replaced with the following: “If you have timely elected the Incentive Package and entered into the Restrictive Covenant Agreement attached hereto as Exhibit B, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) and provided that your employment has not been terminated by the Company will take all actions necessary to present for Cause on or before the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsEffective Date, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options then this Section 14 shall be automatically null and void and without of no further force or effect and the terms of the Restrictive Covenant Agreement shall govern. If you have timely elected the Management Plan Incentive Package and your employment is approved thereafter terminated by Health Power's directors and stockholdersthe Company without Cause before the Effective Date, then you will remain eligible to receive the Options shall be at an exercise price equal Incentive Package subject to the closing market price terms and conditions set forth above. The Incentive Package is in lieu of any other severance benefits under the Agreement or any other agreement between you and the Company, or under any Company policy or program, and in lieu of your participation in the 2005 MIP and 2006 MIP. If your employment is terminated for Cause before the Effective Date, then you will not be eligible to receive the Incentive Package. In the event that you do not timely elect the Incentive Package, then you and the Company acknowledge and agree that you will remain subject to the terms and conditions of the Shares on Agreement, including, but not limited to, participation in the last business day immediately preceding 2005 MIP and the date of 2006 MIP, a Change in Control severance benefit (as defined in the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000Agreement), and acceleration in vesting of your Stock Options based on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested completion of a “Change in Control” transaction (as defined in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee Stock Option Plan and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to ), provided that all of the terms and conditions of such benefits set forth in such documents are met.” Except as expressly provided herein, the Management Plan terms and conditions of the Stock Option Agreement.Agreement (including, without limitation, the at-will employment term) shall remain in full force and effect. Your signature below will not only confirm your agreement with and acceptance of the terms of this letter, but will also be your acknowledgement that you will not be entitled to receive or be eligible for any future bonus compensation other than that referred to above. This will also confirm that the terms of this letter have been approved by the Compensation Committee of the Company’s Board of Directors. Please sign one copy of this letter where indicated below and return it to me indicating such agreement and acknowledgement. The other copy is for your records. Sincerely, /s/ Xxx X. Xxxxxxx Xxx X. Xxxxxxx President and Chief Executive Officer I hereby agree to the amendment to the terms of my letter agreement dated May 22, 2004, as amended by the letter agreement dated July 2, 2004 and further amended by the letter agreement dated January 28, 2005 as set forth above. /s/ Xxxx Xxxxxx Xxxx Xxxxxx

Stock Options. Incentive stock options (As soon as practicable after the "Options") to purchase up to 70,000 shares date hereof, but in any event within the time required by the terms of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan and grant agreements made pursuant to the Stock Option Plan, each Option Holder shall be provided notice, in accordance with the terms of the Stock Option Plan and his or its respective grant agreements, of his or its right to exercise each Company Option. Such notice shall be in form and substance reasonably acceptable to the Company and Kenexa Technology and shall provide each Option Holder the right to elect to have any In-The-Money Options, to the extent such In-The-Money Options would be vested and exercisable upon consummation of the Merger, after giving effect to any applicable acceleration provisions set forth in the Stock Option Plan or the applicable grant agreements, canceled in exchange for a portion of the Total Merger Consideration, payable in accordance with this Section 2.11 (the "Management Plan"each, an “Option Cancellation Agreement”). The Company covenants Any Option Holder may make the election described in the preceding sentence by completing, countersigning and returning the Option Cancellation Agreement, to the Employee Company within twenty (20) days of the date of the notice. Each Option Cancellation Agreement shall (i) specify that delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Option Cancellation Agreement and original Company Option to the Company; and (ii) acknowledge the appointment of the Representative pursuant to the provisions of, and the authority granted in Section 8.8. Any Option Holder making the election set forth in the preceding sentence shall receive a portion of the Total Merger Consideration with respect to his or its In-The-Money Options, in the amount and payable as follows: (i) at the Company will take all actions necessary to present Effective Time, in cash, that portion of the Management Plan Net Merger Consideration equal to the directors Per Share Net Merger Consideration less the per share exercise price of Health Power for their approval at their March 2000 quarterly Board the applicable In-The-Money Option, multiplied by the number of Directors meeting; shares of Common Stock underlying the applicable In-The-Money Option, and (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan subsequent to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that Effective Time, (A) the grant that portion of the Options balance of the Net Adjustment Amount, if any, to the Employee which such Option Holder is subject to the condition that the Management Plan be approved by the directors of Health Power, entitled in accordance with Section 2.13(g); and (B) the grant that portion of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant balance of the Options General Escrow Account, if any, to which such Option Holder is entitled in accordance with Section 8.9. None of Parent, Kenexa Technology, Acquisition Sub or the Surviving Corporation shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price assume any of the Shares on Company Options in connection with the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option transactions contemplated by this Agreement.

Stock Options. Incentive The Company shall cause you to become fully vested as of March 15, 1997, in all of the 130,000 options which have been granted to you pursuant to Xxxxxxx'x stock option plans and currently remain outstanding. You may exercise such options at any time within three months following March 15, 1997, (i.e., through June 15, 1997), in accordance with the terms of such options. After June 15, 1997, your unexercised options shall automatically expire and shall no longer be exercisable. Notwithstanding anything to the contrary in the agreements governing the stock options, you agree that: if you wish to exercise a stock option, you will provide Coleman with written advance notice stating your intention and identifying an option exercise date at least seven days after the date that such advance notice is received by Coleman; within three days after the receipt by Coleman of any such advance notice, Coleman may in its sole discretion determine to pay you cash in lieu of allowing you to exercise some or all of the stock options with respect to which you have provided such advance notice of intention to exercise; if Coleman determines to exercise its rights under this Section, Coleman shall provide to you, within such three day period, a written notice identifying the stock options as to which Coleman has determined to so exercise its rights and the number of shares under each such stock option as to which Coleman has so determined to exercise its rights; any such cash payment shall be paid to you within five days after the option exercise date set forth in your advance notice; and the amount of such cash payment shall (on an option-by-option basis) equal (i) the "Options") number of shares to purchase up to 70,000 shares of common stock, $0.01 par value which you would otherwise would have become entitled (the "Shares")) on exercise of the stock option in respect of which Coleman has determined to exercise its rights under this Section, of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; multiplied by (ii) if the Management Plan is approved closing price of by a Share on the directors, New York Stock Exchange on the Company will take all actions necessary date on which you would (pursuant to reserve a sufficient number of Shares your notice) have exercised your stock option (but for issuance upon the Xxxxxxx'x exercise of its rights under this Section) minus the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an per share exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "such Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementOption.

Stock Options. Incentive Following the Retirement Date, all of the Executive’s stock options granted by the Company to purchase shares of the Company’s stock (the "“Stock Options"”) that are outstanding and vested on the Retirement Date shall remain exercisable in accordance with their terms. Any termination of the Executive’s employment (other than for death or Disability (as such term is defined in the Company’s long-term disability plan)) on or prior to purchase up the Retirement Date shall be deemed to 70,000 shares be termination of common stock, $0.01 par value (employment for retirement with respect to the "Shares"terms of any outstanding Stock Options. Subject to the remainder of this Section 3(b), following the Retirement Date, all of Health Power under the proposed Health PowerStock Options, Inc. 2000 Management Stock Option Plan (if any, that are outstanding and unvested on the "Management Plan")Retirement Date shall continue to vest in accordance with their terms as if the Executive had remained employed by the Company, and once vested, shall remain exercisable in accordance with their terms. The Company covenants Notwithstanding anything contained in the immediately preceding sentence to the Employee as follows: contrary, (i) Stock Options held by the Company will take all actions necessary Executive that are unvested on the Retirement Date shall not continue to present vest and shall not be exercisable until the Management Plan date on which both the Supplementary Pension Payment and Black-Scholes values required to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; be determined under clause (ii) if of this Section 3(b) have been determined (the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power“Stock Option Determination Date”), and (Bii) on the grant Stock Option Determination Date, the Executive shall, and hereby will, cease to be eligible to vest in a number of unvested Stock Options (if there had been unvested stock options on the Retirement Date) with a Black-Scholes value equal to the amount of the Supplementary Pension Payment, or if the number of such unvested Stock Options to has a Black-Scholes value less than the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholdersSupplementary Pension Payment, then the Options Executive shall cease to be at an exercise price equal eligible to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions such unvested Stock Options. All Stock Options which shall no longer be eligible to vest as of the Management Plan and the Stock Option AgreementDetermination Date shall terminate as of the Stock Option Determination Date and shall under no circumstances become exercisable. If the Executive shall cease to be eligible to vest in less than all unvested Stock Options, then the Stock Options subject to termination under this Section 3(b) shall be determined by terminating first those with the highest per share exercise price and then terminating Stock Options in descending order of exercise price. The applicable award agreements for the Stock Options that remain unvested following the Retirement Date are hereby amended to the extent necessary to implement this Section 3(b); provided, however, that nothing herein shall amend such award agreements to eliminate or modify the provisions regarding cancellation and rescission of the Stock Options including without limitation the non-disclosure, non-solicitation, and assignment of inventions provisions.

Stock Options. Incentive stock As compensation for services rendered pursuant to this Agreement. Sxxxx is hereby granted the options (the "“Options"”) of purchasing newly issued (restricted pursuant to Rule 144 of the General Rules of the Securities and Exchange Commission, as promulgated under the Securities Act of 1933, as amended) two million shares of the common stock (“Stock”) of MedCareers for the sum of $0.25 per share, such options shall vest equally over eight (8) quarters, and the right to purchase up the options shall expire on September 23, 2016. Such options shall contain a cashless exercise feature. Sxxxx may exercise the Options by tendering to 70,000 shares of common stockMedCareers, $0.01 par value (at any time during the "Shares")above described time periods, of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) notice of the Company will take all actions necessary amount of Stock to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; be purchased by Sxxxx, and (ii) if the Management Plan is approved funds required for the purchase of by the directors, Stock or election to use the Company will cashless exercise provision. Sxxxx shall have no rights as a stockholder with respect to any Stock referenced in this Section 4 until the date of issuance of the stock certificate to Sxxxx for the Stock. The Options shall be adjusted to take all actions necessary to reserve a sufficient into account any splits (forward or reverse) in the common stock of MedCareers such that the number of Shares for issuance shares of Stock to be issued upon the date of exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant any of the Options granted hereunder shall be equivalent to the Employee is subject to the condition that the Management Plan be approved by the directors number of Health Power, and shares of Stock set forth in subsections (Ba) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options through (d) above. No adjustments shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholdersmade for dividends. THE OPTIONS GRANTED HEREIN ARE NOT TRANSFERABLE EXCEPT BY WILL OR DESCENT AND DISTRIBUTION. DURING THE LIFETIME OF SXXXX, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meetingTHE OPTIONS MAY ONLY BE EXERCISED BY SXXXX. No Options shall vest until December 31EMPLOYMENT AGREEMENT - - Page 1 Medcareers Group, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.Inc. – Cxxxxxx Xxxxx

Stock Options. Incentive During the term of his employment with the Company, Consultant was granted stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value the Company’s Common Stock (“the "Shares"Option”), of Health Power under which a portion of the proposed Health Power, Inc. 2000 Management Stock shares remain unexercised (“the Option Plan (the "Management Plan"Shares”). The Company covenants to Option and the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Option Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholdersare described on Annex A hereto. The Employee acknowledges grants were made pursuant and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Company’s 2010 Equity Incentive Plan, as amended (“the Plan”), copies of which plans were previously provided to Consultant. The Option grants were made pursuant to Stock Option Agreements between Consultant and the Company (“the Option Agreements”). The Company and Consultant agree that, pursuant to the terms of the Plan, the Option shall remain outstanding and continue to vest in accordance with the original vesting schedule in the Option Agreements, with no change or acceleration resulting from this Agreement or the matters contemplated herein. Upon termination of the Consulting Period for any reason, the Option shall cease to vest and Consultant shall then be considered to have a “Termination of Service” (as defined in the Plan) for purposes of the Plan and the Stock Option AgreementAgreements. The Option Shares, to the extent vested, must be exercised, if at all, within the time periods and pursuant to the terms and conditions otherwise set forth in the Plan and the Option Agreements, including the time periods for exercise following Termination of Service, and if any portion of the Option is not timely and properly exercised, such portion of the Option and the related Option Shares shall be forfeited. To the extent permitted by and subject to the terms of the Plan, Consultant shall have the right to direct the Company in writing, delivered to the Company at least five (5) business days prior to any exercise of the Option, to withhold a portion of the Option Shares to be issued upon such exercise having a fair market value sufficient to satisfy applicable federal and state income and employment tax withholding obligations with respect to any such award. To the extent permitted by and subject to the terms of the Plan, Consultant shall also have the right to transfer his Options, and Option Shares to any legal entity that he or his immediate family members own(s) or control(s) at any time during the Consulting Period. Consultant agrees that for an eighteen (18) month period commencing on the Effective Date he will continue to hold and own, and will not sell, assign, short sell, hedge, pledge or otherwise dispose of, directly or indirectly, 1,679 Option Shares or any interest therein, and the Company may place physical and/or electronic stop payment legends and/or instructions on any such Option Shares during such period (the obligations and rights described in this sentence, the “Holding Obligations”). Such number of Option Shares shall be equitably and proportionately adjusted in the event of any stock split, stock dividend or like event after the Effective Date, and the Holding Obligations of the Parties shall promptly be adjusted accordingly by adding or removing shares from the Holding Obligations.

Stock Options. Incentive The Company hereby agrees to cause the issuance to Employee of stock options (the "Stock Options") to purchase up to 70,000 shares of common stock, $0.01 .01 par value (the "Shares")value, of Health Power under the proposed Health PowerCompany ("Common Stock") in accordance with the following schedule: (i) Stock Options to purchase 125,000 shares of Common Stock to be issued on February 15, Inc. 2000 Management 1997; (ii) Stock Options to purchase 50,000 shares of Common Stock to be issued on April 1, 1997, unless Employee is not, for any reason, an employee of the Company on such date; and (iii) Stock Options to purchase 50,000 Shares of Common Stock to be issued on April 1, 1998, unless Employee is not, for any reason, an employee of the Company on such date. All such Stock Options shall be issued pursuant to, and in accordance with, the Company's 1994 Stock Option Plan (the "Management Plan"). The Company covenants to shall submit for approval of its Shareholders at the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 next annual meeting of stockholdersShareholders of the Company, any increase in the shares authorized under the Plan as may be necessary for issuance of the Stock Options to be granted hereunder. The Employee acknowledges and understands that (A) the grant maximum number of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Stock Options shall be automatically null qualified stock options under the Plan as would not cause a disqualification under applicable Internal Revenue Code Sections or regulations thereunder, and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the remainder of such Stock Options shall be non-qualified stock options under the Plan. Each Stock Option shall be exercisable at an exercise a price equal to the closing market price Fair Market Value (as defined in the Plan) of the Shares Common Stock on the last business day immediately preceding the date of issuance of such Stock Option (or if such date is not a business day, than such option shall be exercisable at a price equal to the 2000 annual meetingFair Market Value on the next business day following such date) in accordance with the terms of the Plan and shall vest over a four year period from the date of grant at a rate of 25% per year, commencing with the first anniversary of the date of grant. No Employee's vested Stock Options shall vest until December 31be exercisable for a period of ten years from the date of issuance. Upon the termination of the Agreement, 2000. On December 31any unvested Stock Options shall lapse, 2000except as otherwise provided in Section 7 below, and on each December 31 thereafter until December 31Employee shall have ninety (90) days from the date of termination of his employment with the Company, 2004for any reason, 14,000 to exercise any vested Stock Options shall become fully vested (one year in the name case of the termination by reason of death or disability of Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement).

Stock Options. Incentive stock options (a) At the Effective Time, each outstanding option, warrant or other right to purchase Shares (a "Company Stock Option" or collectively "Company Stock Options") issued pursuant to purchase up to 70,000 shares of common stockthe Level One Communications, $0.01 par value (Incorporated 1993 Stock Option Plan, the "Shares")Level One Communications, of Health Power under Incorporated 1985 Stock Option, Nonqualified Stock Option and Restricted Stock Purchase Plan, the proposed Health PowerJato Technologies, Inc. 2000 Management 1997 Stock Option Plan, the San Francisco Telecom Stock Option Plan (and the Acclaim Communications 1996 Stock Incentive Plan, as amended July 14, 1997, or other agreement or arrangement other than options held by the Company's outside directors, whether vested or unvested, shall be converted as of the Effective Time into an option, warrant or right, as applicable, to purchase shares of Parent Common Stock in accordance with the terms of this Section 1.11. All plans or agreements described above pursuant to which any Company Stock Option has been issued or may be issued other than outstanding warrants or rights are referred to collectively as the "Management Plan"). The Company covenants Plans." Each Company Stock Option shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, a number of shares of Parent Common Stock equal to the Employee as follows: number of shares of Parent Common Stock that the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant, whether or not vested, in full immediately prior to the Effective Time rounded to the nearest whole share at a price per share equal to (x) the aggregate exercise price for the Shares otherwise purchasable pursuant to such Company Stock Option divided by (y) the product of (i) the number of Shares otherwise purchasable pursuant to such Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Stock Option, multiplied by (ii) if the Management Plan is approved Exchange Ratio; provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Sections 422 through 424 of the directorsCode, the Company will take all actions necessary to reserve a sufficient option price, the number of Shares for issuance upon the exercise of the Options; shares purchasable pursuant to such option and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Management Code. (b) As soon as practicable after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices setting forth such holders' rights pursuant to the Company Plan and that the agreements evidencing the grants of such Options shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 1.11 after giving effect to the Merger). Parent shall comply with the terms of the Company Plans and ensure, to the extent required by and subject to the provisions of such Plans, that Company Stock Option Agreement.Options that qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options of Parent after the Effective Time. (c) At or before the Effective Time, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Stock Options assumed in accordance with this Section 1.11. Not later than five (5) business days after the Effective Time, Parent shall, if no registration statement is in effect covering such Parent shares, file a registration statement on Form S-8 (or any successor or other appropriate forms) with respect to the shares of Parent Common Stock subject to any Company Stock Options held by persons who are directors, officers or employees of the Company or its subsidiaries and shall use all commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. 4 10 (d) At or before the Effective Time, the Company shall cause to be effected, in a manner reasonably satisfactory to Parent, amendments to the Company Plans to give effect to the foregoing provisions of this Section 1.11. ARTICLE 2

Stock Options. Incentive stock options Prior to the Effective Time, the Board of Directors of the Company (the "OptionsCompany Board") (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to purchase up provide that, immediately prior to 70,000 shares of common stockthe Effective Time, $0.01 par value (the "Shares"), of Health Power each unexpired and unexercised Option under the proposed Health Power, Inc. 2000 Management any Company Stock Option Plan Plan, whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Option shall be entitled to receive, in consideration of the cancellation of such Option and in settlement therefor, a payment in cash (the "Management Plan"). The Company covenants subject to any applicable withholding or other taxes required by applicable Legal Requirements to be withheld) of an amount equal to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors product of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant total number of the Options to the Employee is shares of Company Common Stock previously subject to the condition that the Management Plan be approved by the directors of Health Power, such Option and (B) the grant excess, if any, of the Options Per Share Price over the exercise price per share of Company Common Stock previously subject to such Option (such amounts payable hereunder being referred to as the "Option Payment"). From and after the Effective Time, any such cancelled Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the Employee is further subject to payment of the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingOption Payment, and the Company shall obtain all necessary consents to ensure that if such approval is not received from stockholders, former holders of Options will have no rights other than the grant right to receive the Option Payment. As of the Effective Time, all Company Stock Option Plans shall be terminated and no further Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal granted thereunder. No less than thirty (30) days prior to the closing market price Effective Time, the Company shall provide each holder of an unexpired and unexercised Option under any Company Stock Option Plan with written notice of the Shares on potential merger contemplated by this Agreement, in a manner reasonably satisfactory to Parent and Parent's counsel. Such written notice will notify the last business day immediately preceding holder of an unexpired and unexercised Option of the right to exercise such Option within thirty (30) days from the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000notice, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in that such Option will terminate upon the name expiration of the Employee30-day period. Upon receipt of stockholder approval of As an alternative to the Management foregoing, prior to the Effective Time, the Company may adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, prior to the Effective Time, each unexpired and unexercised Option under any Company Stock Option Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof whether or not then exercisable or vested, shall be subject exercisable prior to all of the terms and conditions of the Management Plan and the Stock Option AgreementEffective Time and, if not so exercised, shall be terminated.

Stock Options. Incentive On the Effective Date, the Company hereby agrees to cause the issuance to Employee of stock options (the "Stock Options") to purchase up to 70,000 shares of common stock, $0.01 .01 par value value, of the Company ("Common Stock") as follows: Stock Options to purchase 225,000 shares of Common Stock to be issued on the Effective Date ("SharesBase Stock Options"). Employee will also be eligible for consideration of additional stock options during each year of the Term, of Health Power under as determined by the proposed Health PowerCompensation Committee, Inc. 2000 Management in its sole discretion ("Additional Stock Options"). All Base Stock Options and any Additional Stock Options shall be issued pursuant to, and in accordance with, the Company's 1994 Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if Base Stock Options shall be subject to approval of the Management Plan is approved Shareholders of by the directors, Company. The Company shall submit for approval of its Shareholders at the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 next annual meeting of stockholdersShareholders of the Company, any increase in the shares authorized under the Plan as may be necessary for issuance of the Base Stock Options to be granted hereunder. The Employee acknowledges and understands that (A) the grant maximum number of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Base Stock Options shall be automatically null qualified stock options under the Plan as would not cause a disqualification under applicable Internal Revenue Code Sections or regulations thereunder, and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the remainder of Base Stock Options shall be non-qualified stock options under the Plan. Each Base Stock Option shall be exercisable at an exercise a price equal to the closing market price Fair Market Value (as defined in the Plan) of the Shares Common Stock on the last business day immediately preceding the date of issuance of such Base Stock Option (or if such date is not a business day, then such option shall be exercisable at a price equal to the 2000 annual meetingFair Market Value on the next business day following such date) in accordance with the terms of the Plan and shall vest over a three year period from the date of grant at a rate of 331/3% per year, commencing with the first anniversary of the date of grant. No Employee's vested Base Stock Options shall vest until December 31be exercisable for a period of ten years from the date of issuance. Upon the termination of the Agreement, 2000. On December 31any unvested Base Stock Options shall lapse, 2000except as otherwise provided in Section 7 below, and on each December 31 thereafter until December 31Employee shall have ninety (90) days from the date of termination of his employment with the Company, 2004for any reason, 14,000 to exercise any vested Base Stock Options shall become fully vested (one year in the name case of the termination by reason of death or disability of Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement).

Stock Options. Incentive stock options (a) Neither Parent nor Merger Sub shall assume any Company Options in connection with the Merger. Not later than five (5) business days prior to the scheduled or anticipated Closing Date, the Company shall send a notice (the "Options"“Option Termination Letter”) to purchase up all holders of Company Options, which notice shall notify such holders that (w) Parent and the Merger Sub will not be assuming any Company Options following the Effective Time or substituting new options therefor, (x) that all outstanding Unvested Company Options shall become vested and fully exercisable as of and effective immediately prior to 70,000 shares the Effective Time, (y) that each Company Option with an exercise price per share that is less than the Per Share Merger Consideration that is not exercised prior to the Effective Time will be cancelled and the holder of common stock, $0.01 par value each such unexercised Company Option will be paid the Options Payout Amount (the "Shares"as defined below), if any, in the manner set forth in this Section 1.6(a), and (z) that each Company Option with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall be canceled at the Effective Time without payment of Health Power under any consideration therefor. Upon the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants terms and subject to the Employee as follows: conditions set forth in this Agreement, at the Effective Time, each Company Option (whether vested or unvested) with an exercise price per share that is less than the Per Share Merger Consideration that is outstanding and unexercised immediately prior to the Effective Time, shall be canceled at the Effective Time and the holder thereof, subject to Sections 1.9, 1.10 and 1.11, shall be entitled to receive, a cash payment in an amount, if any, equal to (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient aggregate number of Shares for issuance shares of Company Common Stock issuable upon the exercise of such Company Option immediately prior to the Options; Effective Time, multiplied by (ii) the amount, if any, by which the Per Share Merger Consideration exceeds the exercise price per share of such Company Option (it being understood and (iii) if agreed that such exercise price shall not actually be paid to the Management Plan is approved of Company by the directors, holder thereof) (the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders“Options Payout Amount”). The Employee acknowledges and understands that (A) the grant right of any holder of Company Options to receive the Options Payout Amount pursuant to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (Bthis Section 1.6(a) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to and reduced by the amount of any withholding that is required under applicable Law. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Notwithstanding the foregoing, each Company Option with an exercise price per share that is equal to or greater than the Per Share Merger Consideration shall, at the Effective Time, be canceled without payment of the terms and conditions of the Management Plan and the Stock Option Agreementany consideration therefor.

Stock Options. Incentive stock options (a) Parent shall not assume or otherwise replace any Company Options, whether vested or unvested, in connection with the "Options"transactions contemplated hereby. At the Effective Time, each Company Option that is outstanding, unexercised and unexpired as of immediately prior to the Effective Time, whether vested or unvested, shall be accelerated in full, cancelled and converted into and represent (A) the right to purchase up receive, in accordance with the Company Option Termination Agreement (as defined below), an amount in cash, without interest, equal to 70,000 (x) the Per Share Amount, minus the exercise price per share attributable to such Company Option, minus the Working Capital Escrow Contribution Amount, multiplied by (y) the number of shares of common stockCompany Common Stock subject to such Company Option, $0.01 par value plus (B) the "Shares")right to receive, of Health Power under in accordance with this Agreement and in connection with any cash disbursements required to be made from the proposed Health PowerWorking Capital Escrowed Funds, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants an amount in cash equal to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power Per Share Working Capital Disbursement Amount for their approval at their March 2000 quarterly Board of Directors meeting; such disbursements, multiplied by (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon shares of Company Common Stock subject to such Company Option, plus (C) the exercise right to receive in accordance with the Tax Sharing Provisions, in respect of each cash disbursement of any Tax Benefit Payment satisfied prior to the fifth (5th) anniversary of the Options; and Closing Date, an amount in cash equal to (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A1) the grant Per Share Tax Benefit Amount for such disbursement of a Tax Benefit Payment, multiplied by (2) the number of shares of Company Common Stock subject to such Company Option (it being acknowledged and agreed that no Tax Benefit Payment will be made with respect to any Company Option on or after the fifth (5th) anniversary of the Options Closing). Subject to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions hereof, (X) the amount payable pursuant to clause (A) of the Management Plan preceding sentence shall be paid by Parent to each Holder of Company Options promptly following the Effective Time by distributing such amount to such Holder through the Company’s normal payroll procedures, (Y) any amount payable pursuant to clause (B) of the preceding sentence shall be paid by Parent to each Holder of Company Options in accordance with Section 1.11 by distributing such amount to such Holder through the Company’s normal payroll procedures, and (Z) any amounts payable pursuant to clause (C) of the Stock preceding sentence shall be paid by Parent to each Holder of Company Options in accordance with Section 1.12 by distributing such amount to such Holder through the Company’s normal payroll procedures; provided that, in each case, such Holder has executed and delivered the Company Option AgreementTermination Agreement pursuant to Section 1.7(b).

Stock Options. Incentive stock options At the Effective Time, each outstanding option to purchase shares of FirstBancorporation Stock (the in each case, an "OptionsASSUMABLE OPTION") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power granted under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management 1986 Amended and Restated Non-Qualified Stock Option Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; FirstBancorporation, Inc., and (ii) if the Management 1996 Stock Option Plan of FirstBancorporation, Inc. (collectively, the "STOCK OPTION PLANS"), which have not been exercised prior to the Effective Time, shall be converted into an option (a "REPLACEMENT OPTION") to acquire, on the same terms and conditions as were applicable under such Assumable Option, the number of shares of FNC Stock equal to (A) the number of shares of FirstBancorporation Stock subject to the Assumable Option, multiplied by (B) the Exchange Ratio (such product rounded to the nearest whole number), at an exercise price per share (rounded to the nearest whole cent) equal to (y) the aggregate exercise price for the shares of FirstBancorporation Stock which were purchasable pursuant to such Assumable Option divided by (z) the number of full shares of FNC Stock subject to such Replacement Option in accordance with the foregoing. Notwithstanding the foregoing, each Assumable Option which is approved intended to be an "incentive stock option" (as defined in Section 422 of the Code) shall be adjusted in accordance with the requirements of Section 424 of the Code. At or prior to the Effective Time, FirstBancorporation shall use its reasonable best efforts to take all action necessary, including obtaining any necessary consents from optionees, to permit the replacement of the outstanding Assumable Options by FNC pursuant to this SECTION 3.6 and to permit FNC to assume the Stock Option Plans. FirstBancorporation shall further take all action necessary to amend the Stock Option Plans to eliminate automatic grants or awards thereunder following the Effective Time. At the Effective Time, FNC shall assume the Stock Option Plans provided that such assumption shall be only in respect of the Replacement Options and that FNC shall have no obligation with respect to any awards under the Stock Option Plans other than the Replacement Options and shall have no obligation to make any additional grants or awards under the Stock Option Plans. Prior to and at all times after the Effective Time, FNC shall reserve for issuance such number of shares of FNC Stock as necessary so as to permit the exercise of Replacement Options granted in the manner contemplated by this Agreement. FNC shall file a registration statement on Form S-8 (or an amendment to the Registration Statement to the same effect) as soon as reasonably practicable after the Effective Time so as to permit the exercise of such options and the sale of the shares received by the directors, optionee upon such exercise at and after the Company will take all actions Effective Time and FNC shall continue to make such filings thereafter as may be necessary to reserve a sufficient number permit the continued exercise of Shares for issuance options and sale of such shares; provided, however, that the parties acknowledge and agree that "affiliates" (as described in SECTION 7.1(d)) of FirstBancorporation as of the Effective Time and affiliates of FNC shall be required to comply with the provisions of Rule 144 and Rule 145 under the Securities Act of 1933, as amended (or any successor rules) with respect to the sale of shares of FNC Stock acquired upon the exercise of the Replacement Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.

Stock Options. Incentive stock options As of the Effective Time, (1) each outstanding option to purchase Infinop Shares listed on Section 4(b) of the DISCLOSURE SCHEDULE (AN "OptionsINFINOP STOCK OPTION") SHALL BE CONVERTED INTO AN OPTION (AN "ADJUSTED OPTION") to purchase up the number of Vianet Shares equal to 70,000 shares the number of common stock, $0.01 par value Infinop Shares subject to such Infinop Stock Option immediately prior to the Effective Time multiplied by the Conversion Ratio (rounded to the "nearest whole number of Vianet Shares"), at an exercise price per share equal to the exercise price for each such Infinop Share subject to such option divided by the Conversion Ratio, and all references in each SUCH OPTION TO INFINOP SHALL BE DEEMED TO REFER TO VIANET, WHERE APPROPRIATE; PROVIDED, HOWEVER, that the adjustments provided in this clause with respect to any options which are "incentive stock options" (as defined in Section 422 of Health Power the Code) or which are described in Section 423 of the Code, shall be affected in a manner consistent with the requirements of Section 424(a) of the Code, and (2) Vianet shall assume the obligations of Infinop under the proposed Health Power, Inc. 2000 Management Infinop Stock Options and the Infinop 1998 Stock Option Plan (the "Management PlanINFINOP STOCK OPTION PLAN") and stock option agreements between Infinop and the individuals listed on Section 4(b)(b) of the Disclosure SCHEDULE (THE "INFINOP STOCK OPTION AGREEMENTS"). The Company covenants For purposes of this Section 2(d) (viii), the Conversion Ratio shall be adjusted if Adjustment Escrow Shares (as defined below) are delivered to Vianet as a result of a reduction in the Merger Consideration pursuant to Section 2(d)(x) such that the Conversion Ratio will equal the actual rate at which Infinop Shares are converted into Vianet Shares in the Merger after giving effect to the Employee as follows: (i) full dollar amount of such reduction. The other terms of each Adjusted Option, and the Company will take all actions necessary Infinop Stock Option Plan and Infinop Stock Option Agreements shall continue to present apply in accordance with their terms. The date of grant of each Adjusted Option shall be the Management date on which the corresponding Infinop Stock Option was granted. Vianet agrees that the Infinop Stock Option Plan shall be amended, to the directors extent necessary, to reflect the transactions contemplated by this Agreement, including, but not limited, to the conversion of Health Power Infinop Shares held or to be awarded or paid pursuant to the Infinop Stock Option Plan and the Infinop Stock Option Agreements into Vianet Shares on a basis consistent with the transactions contemplated by this Agreement. Vianet shall (x) reserve for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if issuance the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Vianet Shares for issuance that will become subject to the Infinop Stock Option Plan and the Infinop Stock Option Agreements referred to in this clause and (y) issue or cause to be issued the appropriate number of Vianet Shares pursuant to the Infinop Stock Option Plan and the Infinop Stock Option Agreements upon the exercise or maturation of rights existing thereunder at the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementEffective Time.

Stock Options. Incentive stock options (Parent shall not assume or otherwise replace any Company Options in connection with the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (transactions contemplated hereby. Upon the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants terms and subject to the Employee as follows: conditions set forth in this Agreement, at the Effective Time, each Company Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be cancelled, extinguished and automatically converted into the right to receive, in each case without interest and subject to deduction for any required Tax withholding (which, for the avoidance of doubt, shall be taken first from any cash payments) (a) following the Effective Time, an amount equal to the sum of (i) the Per Share Common Cash Consideration and (ii) the Per Share Common Stock Consideration multiplied by the number of shares of Company will Common Stock that was issuable upon exercise of such Company Option immediately prior to the Effective Time; provided, however, that the Per Share Common Cash Consideration payable to the holder of the Company Option shall be reduced by an amount equal to the aggregate exercise price of the Company Option (the aggregate amount of Per Share Common Cash Consideration not payable to all holders of Company Options as a result of such reduction, the “Cash Consideration Exercise Price Amount”); and (b) the holder’s Pro-Rata Portion of the Promissory Note Interests, the Contingent Merger Consideration, the Escrow Funds, the Representative Reimbursement Amount, if any, as and when made in accordance with this Agreement, provided that any such amounts must be made prior to the date that is five (5) years following the Effective Time and otherwise in accordance with Treasury Regulation 1.409A-3(i)(5)(iv)(A) and, for the avoidance of doubt, no amounts shall be paid or payable under this Section 2.8 to any holder of Company Options on or after the fifth (5th) anniversary of the Effective Time. The amounts payable pursuant to this Section 2.8 shall be paid to the Company Holders in respect of the Company Options by the Surviving Corporation, subject to delivery to the Surviving Corporation of an Option Holder Acknowledgment (the “Option Holder Acknowledgment”), and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) process and pay to each holder of Company Options the amount payable pursuant to Section 2.8(a) within five (5) Business Days following the Closing (and which payments shall be reduced by the amount of any Taxes required to be withheld under applicable law). To the extent that amounts are deducted or withheld for any required Tax withholding, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid. Prior to the Effective Time, the Company shall take all actions necessary to present cause each Company Option to be cancelled, extinguished and converted at the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Effective Time as set forth in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 2.8.

Stock Options. Immediately prior to the Effective Time, each outstanding option to purchase Common Stock (a "STOCK OPTION") granted under the Company's 1997 Equity Incentive Plan or the Stock Option Plan for Non-Employee Directors or pursuant to any other employee stock options option plan or agreement entered into by the Company with any employee of the Company or any subsidiary thereof and listed on Section 2.11(c) of the Company Disclosure Schedule (the "OptionsCOMPANY STOCK OPTION PLANS"), whether or not then exercisable, shall become exercisable, subject to the terms of the Company Stock Option Plan pursuant to which such Stock Option was issued. If and to the extent that a Stock Option shall not have been exercised at the Effective Time, such Stock Option shall be automatically canceled. Each holder of a canceled Stock Option shall be entitled to receive as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) to purchase up to 70,000 shares of common stockthe Securities Exchange Act of 1934, $0.01 par value as amended, and the rules and regulations promulgated thereunder (the "SharesEXCHANGE ACT"), of Health Power under ) from the proposed Health Power, Inc. 2000 Management Stock Option Plan Company in consideration for such cancellation an amount in cash (the "Management Plan"). The Company covenants less applicable withholding taxes) equal to the Employee as follows: product of (i) the Company will take all actions necessary number of shares of Common Stock previously subject to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; such Stock Option multiplied by (ii) the excess, if any, of the Management Plan is approved equivalent cash value of the Merger Consideration at the Effective Time over the exercise price per share of Common Stock previously subject to EXECUTION COPY EXHIBIT 2.1 such Stock Option (the "OPTION CONSIDERATION") upon surrender of such Stock Option to the Company or an affidavit of loss in the form requested by Parent, together with such additional documentation as may be reasonably required by Parent or the directorsCompany. The surrender of a Stock Option in exchange for the Option Consideration in accordance with the terms of this Section 1.6(c) shall be deemed a release of any and all rights the holder had or may have had in respect of such Stock Option. Prior to the Effective Time, the Company will shall use its reasonable best efforts to obtain all necessary consents or releases from holders of Stock Options under the Company Stock Option Plans and take all actions such other lawful action as may be necessary to reserve a sufficient number of Shares for issuance upon give effect to the exercise transactions contemplated by this Section 1.6(c). Except as otherwise agreed to by the parties, (i) the provisions in the Company Stock Option Plans with respect to the right to issue or grant additional options or rights to acquire Common Stock shall terminate as of the Options; Effective Time and (iii) if the Management Plan is approved provisions in any other plan, program or arrangement providing for the issuance or grant of by any other interest in respect of the directors, capital stock of the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant or any subsidiary thereof shall be canceled as of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerEffective Time, and (Bii) the grant of Company shall use its reasonable best efforts to assure that following the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Effective Time no participant in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementPlans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any subsidiary thereof and to terminate all such plans.

Stock Options. During the Consulting Period, Executive’s options to purchase shares of Company common stock (collectively, “Options”) pursuant to the terms of the Company’s 2002 Equity Incentive stock options Plan, as amended, and 2010 Equity Incentive Award Plan, as amended (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"“2010 Plan”), of Health Power under and the proposed Health Poweroption agreements entered into to evidence such Options (each such agreement an “Option Agreement”) shall continue to vest and become exercisable in accordance with their original vesting schedules, Inc. 2000 Management Stock Option Plan (subject to Executive continuing to provide the "Management Plan"). The Company covenants Transition Services to the Employee Company. In the event Executive ceases to provide the Transition Services, Executive’s unvested equity awards shall be forfeited as follows: of the date of such complete cessation of services. Each of Executive’s equity awards that is not vested as of the Consulting Period End Date shall terminate for no consideration and be of no further effect. Executive shall have until March 16, 2012 to elect in writing, on a grant-by-grant basis, to amend each Option Agreement evidencing an Option held by Executive that is vested as of the Consulting Period End Date to the extent necessary to provide that such Option shall remain exercisable until the earlier of (i) Xxxxx 00, 0000, (xx) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise original expiration date of the Options; and Option or (iii) if the Management Plan is approved closing of by a Change in Control (as defined in the directors2010 Plan) of the Company. If Executive does not make such election before March 16, 2012, then such Option(s) shall remain exercisable following the Company will thereafter take all actions necessary to present Termination Date as provided in the Management Plan applicable Option Agreement(s). Executive acknowledges that upon making such an election, each unexercised “incentive stock option” within the meaning of Section 422 of the Code shall be deemed modified for the purposes of Section 424 of the Code and, to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) extent the grant exercise price thereof is lower than the fair market value of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors Company’s common stock as of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meetingelection or to the extent the election is made after the Termination Date, such Option shall no longer qualify as an incentive stock option and Executive will lose the potentially favorable tax treatment associated with such option. No If Executive desires to exercise any vested Options, Executive must follow the procedures set forth in Executive’s Option Agreements, including payment of the exercise price and any withholding obligations. If by the earliest date specified above in this Section 2(d) the Company has not received a duly executed notice of exercise and remuneration in accordance with Executive’s Option Agreements, Executive’s vested Options shall vest until December 31, 2000. On December 31, 2000, automatically terminate for no consideration and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name be of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementno further effect.

Stock Options. Incentive stock options (At the "Options") to purchase up to 70,000 shares of common stockEffective Time, $0.01 par value (the "Shares"), of Health Power each option granted by IB under the proposed Health Power, Inc. 2000 Management Stock IB Option Plan (whether or not then vested or unvested), which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of IB Common Stock and shall have no effect and the "Management Plan"). The Company covenants agreements evidencing grants of options that are unexercised thereunder, and any other agreements between IB and an optionee regarding IB Option shall be terminated by IB and the optionee prior to the Employee as follows: Effective Time, and each such option shall be converted, at the option of the option holder, into (i) the Company will take all actions necessary right to present receive a cash payment from SAB promptly after the Management Effective Time in an amount equal to (a) any positive difference between the amount of $34.81 and the per share exercise price of each such stock option multiplied by (b) the number of shares subject to such stock option, or (ii) an option to purchase shares of SAB Common Stock, in which event SAB shall assume each such IB Option, in accordance with the terms of the applicable SAB Stock Plan to and stock option or other agreement by which it is evidenced, except that from and after the directors Effective Time, (a) SAB and the human resources department of Health Power SAB shall be substituted for their approval at their March 2000 quarterly IB and the committee of the IB Board of Directors meeting; administering such IB stock option plan, (iib) if each IB Stock Option assumed by SAB may be exercised solely for shares of SAB Common Stock, (c) the Management Plan is approved number of shares of SAB Common Stock subject to such IB Stock Option shall be equal to the number of shares of IB Common Stock subject to such IB Stock Option immediately prior to the Effective Time multiplied by the directorsShare Ratio, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan rounded down to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powernearest share, and (Bd) the grant per share exercise price under each such IB Stock Option shall be adjusted by dividing the per share exercise price under each such IB Stock Option by the Share Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (ii)(c) and (ii)(d) of the Options preceding sentence, each IB Stock Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. SAB and IB agreed to take all necessary steps to effect the foregoing provisions of this Section 2.12. IB shall deliver to SAB prior to the Employee is further subject Effective Time a list of all option holders, and shall use its best efforts to deliver to SAB prior to the condition that the Management Plan be approved by the stockholders of Health Power at Effective Time a letter from each stating his or her election to receive cash or an option for SAB Common Stock. If IB does not deliver a letter from an option holder stating his or her election to receive cash or an option for SAB Common Stock, then such annual meeting, and that if such approval is not received from stockholders, the grant of the Options holder shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal deemed to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into have elected to receive a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementcash payment.

Stock Options. Incentive stock options (a) At the Effective Time, each issued and outstanding option to purchase Foglight Common Stock ("OptionsFoglight Stock Option") to purchase up to 70,000 shares of common stock, $0.01 par value under (i) the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Foglight 1998 Stock Option Plan (the "Management Foglight Option Plan")) and (ii) the Option Agreement dated January 13, 1999, reflecting the right to purchase up to 5,289 shares of Foglight Common Stock, will be assumed by Quest, whether vested or unvested. The Company covenants Each Foglight Stock Option so assumed by Quest shall continue to have, and be subject to, the same terms and conditions set forth in the agreement evidencing such option immediately prior to the Employee as follows: Effective Time, except that (i) the Company will take all actions necessary to present the Management Plan such Foglight Stock Option shall be exercisable (when vested) solely and exclusively for that number of whole shares of Quest Common Stock equal to the directors product of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance shares of Foglight Common Stock that were issuable upon the exercise of the Options; Foglight Stock Option immediately prior to the Effective Time, multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of Quest Common Stock, (ii) the per share exercise price payable upon the exercise of such assumed Foglight Stock Option shall be equal to the quotient determined by dividing the exercise price per share of Foglight Common Stock in effect under the Foglight Stock Option immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, and (iii) if there shall be no right to receive any cash payments or other cash consideration upon the Management Plan exercise of the assumed Foglight Stock Option. Unless otherwise agreed to in writing by Quest, there shall be no acceleration of the vesting of any Foglight Stock Option that is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholdersassumed in connection with this Section 5.12. The Employee acknowledges and understands Quest shall make such assumption in such manner that (Ai) the grant of the Options to the Employee Quest is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a corporation "assuming a stock option agreement (in a transaction to which Section 424(a) applies" within the "Stock Option Agreement") reflecting the grant meaning of Section 424 of the Options on Code or (ii) to the foregoing terms. The grant extent that Section 424 of the Options and the exercise thereof shall Code does not apply to such Foglight Stock Option, Quest would be subject to all such a corporation were Section 424 of the terms and conditions of Code applicable to such Foglight Stock Option; and, after the Management Effective Time, all references to Foglight in any Foglight Option Plan and the applicable stock option agreements shall be deemed to refer to Quest as issuer and Quest as the employer of the holders of Foglight Stock Option AgreementOptions, as applicable.

Stock Options. Incentive stock All options (the "“Stock Options"”) to purchase up acquire Common Shares outstanding immediately prior to 70,000 shares the Effective Time under any stock option or similar plan or agreement of common stock, $0.01 par value the Company (such stock option or similar plans or agreements being collectively referred to herein as the "Shares"“Stock Plans”), whether or not then exercisable, shall (by all necessary and appropriate action which shall be taken by the Board of Health Power under Directors of the proposed Health Power, Inc. 2000 Management Company or such appropriate committee or committees thereof) be canceled at the Effective Time and (i) Purchaser shall use commercially reasonable efforts so that each holder of a Stock Option Plan shall at the Effective Time, but in any event not more than two business days after the Effective Time, receive from the Surviving Corporation (and if necessary Purchaser will provide funds to the "Management Plan"Surviving Corporation so that it is able to make such payment), for each Common Share subject to a Stock Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Stock Option, without interest, in full settlement of the Company’s (and the Surviving Corporation’s) obligations under each such Stock Option, or (ii) to the extent that the per share exercise price of any Stock Option equals or exceeds the Merger Consideration, at the Effective Time such Stock Option shall be canceled and the holder of such Stock Option shall not receive or be entitled to receive any consideration from Purchaser, Merger Sub or the Surviving Corporation in respect of such Stock Option. The Company covenants shall deliver to Purchaser a list of the Employee as follows: (i) holders of Stock Options, indicating the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise Stock Options held by each holder of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof price, expiration date and exerciseability of such Stock Options, at least ten days prior to the Closing Date. Notwithstanding the foregoing, the amounts payable pursuant to this Section 1.4 shall be subject to all applicable withholding taxes. The Company shall use commercially reasonable efforts to approve the disposition of the terms and conditions Stock Options in accordance with the foregoing to the extent necessary to exempt such dispositions under Rule 16b-3 of the Management Plan and Securities Exchange Act of 1934 (the “Exchange Act”). The term Stock Option AgreementOptions shall not include the LFSRI Warrant.

Stock Options. Incentive stock options (a) As soon as practicable following the "Options"date of this Agreement, the Board of Directors of Ascend (or, if appropriate, any committee administering the Ascend Stock Plans) shall adopt such resolutions or take such other actions as may be required to purchase up to 70,000 shares of common stock, $0.01 par value (effect the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as followsfollowing: (i) adjust the Company will take terms of all actions outstanding Ascend Stock Options granted under Ascend Stock Plans, whether vested or unvested, as necessary to present provide that, at the Management Plan Effective Time, each Ascend Stock Option outstanding immediately prior to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Effective Time shall be amended and converted into an option to acquire, on the same terms and conditions as were applicable under such Ascend Stock Option (ii) if the Management Plan is approved of as modified by the directorsterms of an agreement (referred to in Section 3.01(k) of the Ascend Disclosure Schedule) in effect on the date hereof between Ascend and the holder of such Ascend Stock Option as disclosed to Lucent prior to the date hereof), the Company will take all actions necessary to reserve a sufficient same number of Shares for issuance upon the exercise shares of the Options; and Lucent Common Stock (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan rounded down to the stockholders nearest whole share) as the holder of Health Power for their approval such Ascend Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such Ascend Stock Option in full immediately prior to the Effective Time, at Health Power's 2000 annual meeting a price per share of stockholders. The Employee acknowledges and understands that Lucent Common Stock (rounded up to the nearest whole cent) equal to (A) the grant aggregate exercise price for the shares of the Options Ascend Common Stock otherwise purchasable pursuant to the Employee is subject to the condition that the Management Plan be approved such Ascend Stock Option divided by the directors of Health Power, and (B) the grant aggregate number of the Options shares of Lucent Common Stock deemed purchasable pursuant to such Ascend Stock Option (each, as so adjusted, an "Adjusted Option"); and (ii) make such other changes to the Employee is further Ascend Stock Plans as Ascend and Lucent may agree are appropriate to give effect to the Merger, including as provided in Section 5.07. (b) As soon as practicable after the Effective Time, Lucent shall deliver to the holders of Ascend Stock Options appropriate notices setting forth such holders' rights pursuant to the respective Ascend Stock Plans and the agreements evidencing the grants of such Ascend Stock Options and that such Ascend Stock Options and agreements shall be assumed by Lucent and shall continue in effect on the same terms and conditions (subject to the condition that the Management Plan be approved adjustments required by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or this Section 5.06 after giving effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price Merger). (c) A holder of an Adjusted Option may exercise such Adjusted Option in whole or in part in accordance with its terms by delivering a properly executed notice of exercise to Lucent, together with the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options consideration therefor and the exercise thereof shall be subject to all of federal withholding tax information, if any, required in accordance with the terms and conditions of the Management Plan and the related Ascend Stock Option AgreementPlan.

Stock Options. Incentive The Company shall grant to Executive nonqualified stock options under the Technitrol, Inc. 2001 Stock Option Plan established under the Company's Incentive Compensation Plan ("SOP") or any successor plan thereto to purchase 360,000 shares of the Company's common stock ("Common Stock") on the Effective Date (the "OptionsFirst Tranche") and, subject to purchase up the approval by the Company's shareholders of the amendments to 70,000 and restatement of the SOP in a manner consistent with the terms set forth on Exhibit B, an additional 360,000 shares of common stock, $0.01 par value Common Stock on the first anniversary of the Effective Date (the "Shares")Second Tranche" and, of Health Power under collectively with the proposed Health PowerFirst Tranche, Inc. 2000 Management Stock Option Plan (the "Management PlanOption Awards"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options Each Option Award shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be granted at an exercise price equal as set forth in the SOP or any successor plan thereto. Except as provided in Section 8.2(b) of this Agreement, each Option Award shall vest in accordance with Section 8(a) of the SOP or any successor plan thereto; provided, however, that the fourth and fifth sentences of Section 8(a) of the SOP shall not apply to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing termsAwards. The grant of the Options and the exercise thereof Option Awards shall be subject to all of set forth in award agreements consistent with the terms and conditions of the Management Plan SOP or any successor plan thereto, subject, however, to the terms of Section 8.5 of this Agreement. For purposes of Section 6 of the SOP or any successor plan thereto, the First Tranche shall consist of an issuance of options for 360,000 shares of Common Stock issued in connection with Executive's recruitment and the Second Tranche shall consist of issuances of options for 140,000 shares of Common Stock Option Agreementissued in connection with Executive's recruitment and of options for 220,000 shares of Common Stock issued for the fiscal year following the fiscal year in which the Effective Date has occurred. In the event that the shareholders of the Company do not approve the amendments to and restatement of the SOP at the Company's 2010 Annual Meeting, then the Executive and the Company will consult one another in good faith and will use their reasonable best efforts to arrive at a mutually agreeable substitution for the Second Tranche which would put the Company and the Executive in substantially the same positions they would have been in had the shareholders approved the amendments to and restatement of the SOP.

Stock Options. Incentive (a) At the Effective Time, all employee stock options (the "Employee Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power Company Common Stock under the proposed Health Power, Inc. 2000 Management Company's 1997 Stock Option Plan (the "Management Employee Option Plan"). The , which are then outstanding and unexercised, shall cease to represent a right to acquire shares of Company covenants Common Stock and shall be converted automatically into options to purchase shares of Parent Common Stock, and Parent shall assume each such Employee Option subject to the terms thereof, including but not limited to the accelerated vesting of such options which shall occur in connection with or by virtue of the Merger as and to the extent required by the Employee as follows: Option Plan and agreements governing such Employee Options; provided, however, that from and after the Effective Time, (i) the Company will take all actions necessary to present the Management Plan number of shares of Parent Common Stock purchasable upon exercise of such Employee Option shall be equal to the directors number of Health Power for their approval at their March 2000 quarterly Board shares of Directors meeting; Company Common Stock that were purchasable under such Employee Option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounding to the nearest whole share, and (ii) if the Management Plan is approved per share exercise price under each such Employee Option shall be adjusted by dividing the per share exercise price of each such Employee Option by the directorsExchange Ratio, and rounding down to the Company will take all actions necessary nearest cent. The terms of each Employee Option shall, in accordance with its terms, be subject to reserve a sufficient number of Shares for issuance upon further adjustment as appropriate to reflect any stock split, stock dividend, recapitalization or other similar transaction with respect to Parent Common Stock on or subsequent to the exercise Effective Time. Notwithstanding the foregoing, each Employee Option which is intended to be an "incentive stock option" (as defined in Section 422 of the Options; and (iii) if the Management Plan is approved of by the directorsInternal Revenue Code, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement as amended (the "Stock Option AgreementCode")) reflecting shall be adjusted in accordance with the grant requirements of Section 424 of the Options on the foregoing termsCode. The grant of the Options and the exercise thereof Accordingly, with respect to any incentive stock options, fractional shares shall be subject rounded down to all the nearest whole number of shares and where necessary the terms and conditions of per share exercise price shall be rounded down to the Management Plan and the Stock Option Agreementnearest cent.

Stock Options. The Company agrees that it will grant to the Executive, pursuant to the terms of the Company’s 2009 Equity Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management “Plan"”) to be established by the Company following the Company’s conversion to a Delaware corporation, stock options to purchase shares of the Common Stock of the Company (each an “Option” and collectively, the “Options”) representing five percent (5%) of the shares of capital stock of the Company outstanding following the Series A Preferred Stock Financing of the Company (which is expected to occur in the first fiscal quarter of 2009) determined on a fully-diluted, as converted to Common Stock basis, including shares reserved for issuance pursuant to the Plan. Such Options shall include an “early-exercise” feature, which will allow the Executive to exercise the Options with respect to some or all of the unvested shares and such unvested shares shall thereafter be subject to a repurchase option in favor of the Company, which repurchase option shall lapse in accordance with the stated vesting of such unvested Options. To the maximum extent possible, the Options shall be “incentive stock options” as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise purchase price of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant shares issuable upon exercise of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing fair market price value per share of the Shares Company’s Common Stock on the last business day immediately preceding the date of grant, as determined in good faith by the 2000 annual meetingBoard based on a valuation performed by a qualified independent appraiser using a traditional appraisal methodology. No The Options shall vest until December 31will be subject to vesting over a period of four (4) years following the grant date, 2000. On December 31, 2000, with 1/4th of the shares subject to such Options vesting on the one (1) year anniversary of the grant date and 1/48th of the shares subject to such Options vesting on each December 31 a monthly basis thereafter until December 31, 2004, 14,000 all the shares subject to such Options shall become fully are vested in on the name fourth anniversary of the Employeegrant date, in each case only so long as the Executive remains continuously employed by the Company. Upon receipt In the event of stockholder approval a Change in Control (as defined below), regardless of termination of the Management PlanExecutive’s employment, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant vesting of the Options on the foregoing termsset forth in Section 3.3 hereof shall accelerate and vest in full. The grant terms and vesting of the Options will be more fully set forth in the Plan and the exercise thereof shall be subject to all the Company’s standard form of the terms and conditions of the Management Plan and the Stock Option Agreementstock option agreement.

Stock Options. Incentive stock options (a) At the "Options") Effective Time, each option to purchase up to 70,000 shares of common stockCompany Common Stock that is then outstanding, $0.01 par value whether vested or unvested (the a "SharesCompany Option"), (i) shall remain outstanding following the Effective Time and -------------- shall, by virtue of Health Power under the proposed Health PowerMerger and without any further action on the part of Parent, Inc. 2000 Management Company, Sub or the holder of such Company Option, be assumed by Parent in accordance with the terms (as in effect as of the date of this Agreement and without regard to any provisions thereof which permit modification to such terms by the Board of Directors of Company or Parent) of the Company's 2001 Stock Option Incentive Plan (the "Management Stock Plan") and each stock option agreement by which such ---------- Company Option is evidenced and (ii) shall become and represent an option to purchase a number of shares of Parent Common Stock equal to (A) the number of shares of Company Common Stock purchasable under the Company Option immediately prior to Effective Time multiplied by (B) the Option Exchange Ratio (rounded down to the nearest whole number of shares), at a price per share (rounded up to the nearest whole cent) equal to (A) the aggregate exercise price for the shares purchasable pursuant to such Company Option immediately prior to the Effective Time divided by (B) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Option in accordance with the foregoing. After the Effective Time, except as provided above in this Section and subject to paragraph (b) below, each assumed Company Option shall be exercisable upon the same terms and conditions as were applicable under the Company Option at the Effective Time, including the terms set forth in the Stock Plan and the applicable stock option agreement providing for further adjustment as appropriate to reflect any stock split, reverse stock split, stock dividend, recapitalization or similar transaction effected by the Parent after the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of Parent Common Stock for delivery upon exercise of Company Options. The Company covenants and Parent shall take on or before the Effective Time all necessary action to implement or to provide for implementation of the Employee as follows: provision of this Section 2.04. Within ten (10) days following the Closing, Parent will send to each holder of an assumed Company Option a written notice setting forth (i) the number of shares of Parent Common Stock subject to such assumed Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Option and (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise price per share of the Options; and (iii) if the Management Plan is approved Parent Common Stock issuable upon exercise of by the directors, the such assumed Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementOption.

Stock Options. Incentive a. At the Effective Time, automatically and without any action on the part of the holder thereof, each outstanding stock option (including stock options granted under stock option plans and stock options granted under separate contracts) of Xxxxx and Reading outstanding at the Effective Time (the "Xxxxx and Reading Stock Options") shall be assumed by Parent and converted into an option to purchase up purchase, pursuant to 70,000 a plan or separate contract, as the case may be, that number of shares of common stock, $0.01 par value either Parent Class A Stock or Parent Class B Stock (as shall be specified in a written election (the "SharesOptionee Election")) by each respective holder) set forth below. In the case where an option holder has made an Optionee Election to receive either an option to purchase Parent Class A Stock or Parent Class B Stock, of Health Power under the proposed Health Power, Inc. 2000 Management Xxxxx and Reading Stock Option Plan shall automatically be converted into an option to purchase that number of shares of Parent Class A Stock (the "Management Plan"). The Company covenants rounded down to the Employee nearest whole share) of Parent Class A Stock or Parent Class B Stock, as follows: (i) applicable, determined by multiplying the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance shares of Xxxxx and Reading Stock, as applicable, issuable upon the exercise of such Xxxxx and Reading Stock Option immediately prior to the Options; and (iii) if the Management Plan is approved of Effective Time by the directorsapplicable stock exchange ratio: Xxxxx Common Stock Exchange Ratio, Xxxxx Common Preference Stock Exchange Ratio or Reading Common Stock Exchange Ratio (collectively, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges "Xxxxx and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerReading Stock Exchange Ratios"), and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price per share equal to the closing market per share exercise price of such option divided by the Shares on appropriate Xxxxx and Reading Stock Exchange Ratio (rounded up to the last business day immediately preceding nearest whole cent) and otherwise upon the date same terms and conditions as such applicable Xxxxx and Reading Stock Option. Notwithstanding the above, in the case of any option to which Section 421 of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name Code applies by reason of the Employee. Upon receipt qualifications under Section 422 or 423 of stockholder approval of the Management Plansuch Code, the Employee exercise price, the number of shares purchasable pursuant to such option and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of exercise of such option shall comply with Section 424(a) of the Management Plan Code. Parent shall take all corporate actions necessary to reserve for issuance a sufficient number of shares of Parent Class A Stock or Parent Class B Stock, as applicable, for delivery upon exercise of Xxxxx and the Reading Stock Option AgreementOptions assumed by Parent pursuant to this Section 3.3.

Stock Options. Incentive stock Pursuant to an equity award plan to be adopted by the Board of Directors after the Effective Date hereof and similar to the American Commercial Lines Inc. Equity Award Plan for Employees, Officers and Directors, adopted by the Board on January 10, 2005, the Company shall grant to the Executive options to purchase 14,018 shares of Common Stock (the "Options"), representing approximately one quarter per cent (0.25%) to purchase up to 70,000 of the issued and outstanding shares of common stockCommon Stock as of the Effective Date with an exercise price per share equal to the fair market value of a share of Common Stock on the Effective Date. Such grant of Options shall be effective upon the Board's approval of such equity award plan pursuant to which such Options may be granted. For purposes hereof, $0.01 par value (as determined by the bankruptcy court, upon emergence from Chapter 11 proceedings, the "Shares")fair market value" of the Common Stock means $[18.00] per share. The Options shall be restricted and non-transferable, of Health Power under as set forth in the proposed Health Power, Inc. 2000 Management Stock Option Plan (Agreement, in the "Management Plan")forms attached hereto as Exhibit B. To the extent permitted by applicable law, the Options shall be incentive stock options in each year and, with respect to any Options that are vested, shall be exercisable for the applicable periods set forth in the Stock Option Agreement. The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise term of the Options; and Options shall be for a period of ten (iii10) if years following the Management Plan is approved date of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors hereunder, shall vest on a pro rata basis over a period of Health Power, and three (B3) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding years following the date of grant, shall be exercisable, to the 2000 annual meeting. No Options shall vest until December 31extent vested, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested for the periods set forth in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options , and the exercise thereof shall be subject to all of the such other terms and conditions not inconsistent with the terms of the Management Plan and this Agreement as are set forth in the Stock Option AgreementAgreement to be executed by the Company and Executive and as determined by the Compensation Committee. Executive shall not be entitled to any rights with respect to the Common Stock underlying the Options, including the right to vote or receive dividends or distributions with respect to any of the Common Stock underlying the Options, until such Options (or any portion thereof) have been exercised. Any future awards of options, if any, shall be subject to performance-based vesting requirements.

Stock Options. Incentive stock Subject to Executive commencing his employment hereunder as the Company's Chief Scientific Officer on the Commencement Date, Executive shall be granted options to purchase an aggregate of 150,000 shares of Common Stock of the Company, subject to the terms of the Enzon, Inc. Non-Qualified Stock Option Plan, as amended (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "SharesOption Plan"), and the Notice of Health Power under Option Grant attached hereto as Exhibit A. Except as otherwise provided herein the proposed Health Power, Inc. 2000 Management Stock Option Plan (shall govern the "Management terms of the options granted herein. Executive acknowledges that he has received and reviewed a copy of the Option Plan"). The Company covenants to exercise price of such options shall be the Employee last reported sale price of a share of Common Stock as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of reported by the directorsNasdaq Stock Market on the Commencement Date. Such options shall vest and become exercisable (a) as to 100,000 of such options, at the Company will take all actions necessary to reserve a sufficient number rate of Shares for issuance upon 20,000 shares per year, commencing on the exercise first anniversary of the Options; Commencement Date, provided that any unvested portion of such 100,000 options shall immediately vest and become exercisable (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition requirement in the Option Plan that such options not be exercisable for the Management Plan be approved by six months after the directors grant date thereof) when the last reported sale price of Health Powera share of the Common Stock is at least one hundred dollars ($100.00) as reported on the Nasdaq Stock Market for at least twenty (20) consecutive trading days, and (Bb) as to 50,000 of such options, on the grant fifth anniversary of the Options to the Employee is further Commencement Date, provided such 50,000 options shall immediately vest and become exercisable (subject to the condition requirement in the Option Plan that such options not be exercisable for the Management Plan be approved six months after the grant date thereof) on the date on which the audited financial statements of the Company for a fiscal year are issued, which report net annual revenues of not less than Fifty Million Dollars ($50,000,000) from the commercial sale of product(s) used for organ rejection or autoimmune diseases ("Organ Rejection and Autoimmune Products"), provided in the case of each of clause (a) and (b) of this paragraph that, except as otherwise provided in Section 10 hereof, Executive is then employed by the stockholders Company on a full-time basis as its Chief Scientific Officer. For purposes of Health Power at such this Section "net annual meeting, and that if such approval is not received from stockholders, revenues" shall mean the grant Company's revenues for a fiscal year of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price Company derived from "net sales" of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.Organ Rejection and

Stock Options. Incentive The Company will, promptly on or after the date of this Agreement, take all such actions as it is permitted or required to take under the terms of its stock option plans to cancel, prior to the Effective Time, all outstanding options (collectively, the "“Stock Options"” and, individually, a “Stock Option”) to purchase up to 70,000 shares of common stockCompany Common Stock heretofore granted under any employee or nonemployee director stock option plan by the Company, and to pay, promptly, and in any event within ten days, after the date the Merger is effective, in cancellation of each such Stock Option (whether or not such Stock Option is then exercisable) to the optionee cash in the amount, if any, by which $0.01 par value 2.61 exceeds the per share exercise price of such Stock Option, multiplied by the number of shares of Company Common Stock then subject to such Stock Option (the "Shares"“Stock Option Settlement Amount”), but subject to all required tax withholdings by the Company. Each holder of Health Power under a then outstanding Stock Option that the proposed Health PowerCompany does not have a right to cancel pursuant to the terms of the applicable stock option plan or agreement (if any), Inc. 2000 Management upon execution of a cancellation agreement (a “Stock Option Cancellation Agreement”) with the Company, which the Company shall use reasonable efforts to obtain from each such holder prior to or promptly after the consummation of the Merger, shall have the right to receive in cancellation of such Stock Option (whether or not such Stock Option is then exercisable) a cash payment from the Company promptly, and in any event within ten days, after the later of the consummation of the Merger or the execution of a Stock Option Cancellation Agreement, in an amount equal to the Stock Option Settlement Amount, without interest, but subject to all required tax withholdings by the Company. Each Stock Option that is subject to a Stock Option Cancellation Agreement shall be canceled upon payment to the optionee of the Stock Option Settlement Amount for such Stock Option. The Company hereby represents to Parent and Merger Sub that the Committee appointed pursuant to Section 2 of each of the Company’s 1993 Stock Option Plan and 2002 Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorscollectively, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii“Stock Option Plans”) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition has determined that the Management Plan be approved by the directors Merger is an Event as defined in Section 8 of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at each such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.

Stock Options. Each year while the Executive is employed pursuant to this Agreement, he shall be considered for an award of one or more options under the Corporation’s 1997 Omnibus Incentive stock options Plan and any successor or substitute for such plan (the "Options"“Stock Option Plan”) by the Committee (as defined in the Stock Option Plan) at such time as awards are granted to purchase up to 70,000 shares other senior executives of common stock, $0.01 par value the Corporation. Based upon the Corporation achieving targeted consolidated performance established by the Committee (which performance may be based upon criteria different than that utilized in determining the "Shares"Annual Cash Bonus under Section 4(b) above), of Health Power it is expected, if the Executive is then employed by the Corporation, that the Committee will grant to the Executive one or more options under the proposed Health Power, Inc. 2000 Management Stock Option Plan to acquire common stock of the Corporation at an exercise price per share equal to Fair Market Value (as defined in the "Management Stock Option Plan") on the date of grant with number of shares subject to such option(s) being determined by dividing the Black-Scholes value per share or such other value per share determined by an investment banking firm selected by the Board of Directors (in either case utilizing duration, volatility and other criteria reasonably selected by the Board of Directors) of the shares that will be subject to the option(s) into 100% of the Corporation Salary earned by the Executive for the preceding calendar year, which value per share shall be determined utilizing the same methodology (and the same assumptions applied to such methodology) that is used for grants of stock options at such time for other senior executives of the Corporation. If the Corporation’s consolidated performance is less or greater than the targeted consolidated performance established by the Committee, the Executive may be awarded one or more options with a lesser or greater number of underlying shares, but the value of such shares on the date of grant utilizing the methodology (and assumptions) set forth above shall in no event exceed 200% of the Corporation Salary earned by the Executive for the preceding calendar year. The grant will be made as an ISO (as defined in the Stock Option Plan) to the maximum extent permissible and then as an NQSO (as defined in the Stock Option Plan). The Company covenants Each option granted pursuant to the Employee as followsprovisions hereof shall have an option term of 10 years and may be subject to a vesting schedule, provided: (i) the Company vesting will take all actions necessary to present the Management Plan to the directors of Health Power for their approval continue following an Involuntary Termination at their March 2000 quarterly Board of Directors meeting; any time, (ii) if such option to the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance extent outstanding and unexercisable shall become fully exercisable upon the exercise death or disability of the Options; and Executive, (iii) all vested options shall be exercisable for the unexpired balance of the option term upon a termination of Executive’s employment other than as provided in the following subparts (iv) and (v) of this subsection, (iv) such option to the extent outstanding and unexercisable shall become fully exercisable upon a Change in Control if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant unexercisable portion of the Options option would otherwise terminate or cease to be enforceable, in whole or in part, by reason of such Change in Control and shall remain exercisable for at least one year thereafter but not beyond the Employee is subject to expiration of the condition that the Management Plan be approved by the directors of Health Poweroption term, and (Bv) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingoption shall expire, terminate, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force forfeited upon a Termination for Cause or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal a termination pursuant to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement"Section 7(g) reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementbelow.

Stock Options. Incentive stock On the Effective Date, Executive will be granted options (the "Options") to purchase up to 70,000 Two Million Five Hundred Thousand (2,500,000) shares of common stock, $0.01 par value (the "Shares"), stock of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to $1.01 per share pursuant to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement Non-Qualified Stock Option Agreement (the "“Stock Option Agreement"”) reflecting which is attached hereto as Exhibit B to the grant Agreement. THE SHARES ISSUABLE PURSUANT TO THIS AGREEMENT ARE SUBJECT TO AN OPTION TO REPURCHASE AND A RIGHT OF FIRST REFUSAL PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN AND THIS AGREEMENT IS ENTERED INTO PURSUANT THERETO. COPIES OF THE PLAN ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. SWIFT FOODS COMPANY 2002 STOCK OPTION PLAN NON-QUALIFIED STOCK OPTION AGREEMENT July 1, 2005 Sxx Xxxxx c/o Swift Foods Company 1000 Xxxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Re: Grant of Stock Option Dear Sxx: The Board of Directors of Swift Foods Company (the “Company”) has adopted the Company’s 2002 Stock Option Plan (the “Plan”) for certain individuals, directors and key employees of the Options on Company and its Related Entities. A copy of the foregoing termsPlan is being furnished to you concurrently with the execution of this Option Agreement and shall be deemed a part of this Option Agreement as if fully set forth herein. The grant terms and provisions of the Options that certain employment agreement between you and the exercise thereof Company, dated as of May 26, 2005 (together with any successor or replacement agreement, the “Employment Agreement”), that relate to or affect the Option are incorporated herein by reference. Terms not defined herein that are defined in the Employment Agreement shall be subject to all have the respective meanings set forth in the Employment Agreement. Terms not defined herein that are not defined in the Employment Agreement shall have the respective meanings set forth in the Plan. In the event of any conflict or inconsistency between the terms and conditions of this Option Agreement and the terms and conditions of the Management Plan Employment Agreement, the terms and conditions of the Stock Option AgreementEmployment Agreement shall be controlling.

Stock Options. Incentive All of your rights and obligations regarding stock options (granted to your during your employment with the "Options") to purchase up to 70,000 shares of common stockCompany, $0.01 par value (the "Shares")including without limitation vesting, of Health Power under the proposed Health Powerexercise and expiration, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of are governed by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan Company's 1994 and 1996 Stock and Option Plans, as amended, and the stock option agreements between you and the Company, as amended hereby. On the Termination Date, the options issued under each such stock option agreement shall be deemed to have been held by you for the period commencing on the date of its issuance and ending on the Termination Date, plus an additional eighteen (18) months after the Termination Date, for purposes of vesting rights. Any options that are or become vested by reason of the foregoing shall remain exercisable until the earlier of (a) November 11, 2006 or (b) the date the option would otherwise expire at the end of its ten-year term, after which date, unless previously exercised, they will expire. Schedule 1 to this Agreement lists each stock option granted to you by the Company, together with the number of shares that will be vested on the Termination Date pursuant to the terms of this Section 3. The termination of your employment as President of the Company shall be deemed to be a "Termination of Service" for all purposes under each of the 1994 and 1996 Stock Option Plans, without regard to any future position you may hold with the Company (as a board member, consultant or otherwise). You acknowledge and agree that the amendments made pursuant to this Section 3 may have the result of causing those stock options eligible for "ISO" treatment under the Internal Revenue Code of 1986, as amended, to lose such eligibility. Any stock options granted to you during your employment which are not vested or which do not become vested pursuant to this Section 3 on the Termination Date shall expire as of the Termination Date and may no longer be exercised in accordance with the terms of the applicable stock option agreement. Upon the effectiveness of this Agreement, all stock option agreements held by you shall be deemed to have been amended to reflect the provisions of this Section 3.

Stock Options. Incentive stock options At the Effective Time, each option (the each, a "OptionsCompany Stock Option") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power Company Stock granted under the proposed Health Power, Inc. 2000 Management Company Stock Option Plan (the "Management Plan"). The Company covenants Plans that is outstanding immediately prior to the Employee as follows: Effective Time (whether or not vested) shall be deemed fully vested and shall be cancelled in exchange for the right to receive shares of Parent Common Stock (without interest, and subject to deduction for any required withholding Tax, with cash being paid in lieu of issuing fractional shares of Parent Common Stock) with a value equal to the product of (i) the excess (if any) of the Merger Consideration Closing Value minus the exercise price per share under such Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Stock Option and (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Optionsshares subject to such Company Stock Option; and provided, however, that (iiia) if the Management Plan exercise price per share of any such Company Stock Option is approved of by equal to or greater than the directorsMerger Consideration Closing Value, the such Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan Stock Option shall be approved by the directors of Health Powercancelled without any payment being made in respect thereof, and (Bb) at the grant option of Parent, in lieu of paying all or a portion of the amounts due to a holder of Company Stock Options under this paragraph in shares of Parent Common Stock, Parent may substitute for such shares an equivalent amount in cash, and (c) such holders of Company Stock Options shall have delivered to the Employee is further subject to Company an executed Option Consent Agreement. For purposes of the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholderspreceding sentence, the grant shares of the Parent Common Stock to be issued to holders of Company Stock Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price deemed to have a value equal to the closing market price of the Shares Parent Common Stock on the last business NYSE on the trading day immediately preceding the date Closing Date. Promptly following the Closing Date (and, in any event, within ten Business Days thereof), Parent shall (1) if any shares of the 2000 annual meeting. No Options shall vest until December 31Parent Common Stock are being issued to any holder of Company Stock Options, 2000. On December 31, 2000cause Parent's transfer agent to issue such Parent Common Stock, and on each December 31 thereafter until December 31(2) if any cash payments are being made to any holder of Company Stock Options, 2004, 14,000 Options shall become fully vested in cause the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject Company to all of the terms and conditions of the Management Plan and the Stock Option Agreementprocess such payments through its payroll system.

Stock Options. Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) At the Company will take all actions necessary Effective Time, each option to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; acquire Waypoint Common Stock (ii"Waypoint Option") if the Management Plan which is approved of by the directorsthen outstanding whether or not exercisable, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested and exercisable and shall cease to represent a right to acquire shares of Waypoint Common Stock and shall be converted automatically into an option to purchase shares of Sovereign Common Stock and the corresponding number of Sovereign Stock Purchase Rights, and Sovereign shall assume each Waypoint Option, in accordance with the name terms of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee applicable Waypoint Stock Option Plan and Health Power shall enter into a stock option agreement by which such option is evidenced, except that from and after the Effective Time, (the "Stock Option Agreement"A) reflecting the grant Sovereign and its Board of the Options on the foregoing terms. The grant of the Options and the exercise Directors or a duly authorized committee thereof shall be substituted for Waypoint and Waypoint's Board of Directors or duly authorized committee thereof administering such Waypoint Stock Option Plan, (B) each Waypoint Option assumed by Sovereign may be exercised solely for shares of Sovereign Common Stock and accompanying Sovereign Stock Purchase Rights (subject to all any limited rights or cash settlement rights set forth in the applicable Waypoint Stock Option Plans or related Waypoint stock option agreements), (C) the number of shares of Sovereign Common Stock subject to such Waypoint Option shall be equal to the number of shares of Waypoint Common Stock subject to such Waypoint Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Sovereign Common Stock resulting from such multiplication shall be rounded down to the nearest share, and (D) the per share exercise price under each such Waypoint Option shall be adjusted by dividing the per share exercise price under each such Waypoint Option by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. Notwithstanding clauses (C) and (D) of the terms and conditions preceding sentence, each Waypoint Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Management Plan IRC, and the Stock Option Agreementregulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the IRC. Sovereign and Waypoint agree to take all necessary steps to effect the foregoing provisions of this Section 1.02(h).

Stock Options. Incentive stock options In addition to the basic salary provided for above, Employer hereby grants to executive the right, privilege and option (the "OptionsStock Option") to purchase up to 70,000 five hundred thousand (500,000) shares of the common stock, $0.01 .001 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan")value. The Company covenants "Option Shares" are to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; be fully vested and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholdersbecome exercisable immediately. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Option Shares on shall be twenty cents ($.20) per share. The option rights granted hereby shall be cumulative. Upon becoming exercisable, the last business day immediately preceding option rights shall be exercisable at any time and from time to time, in whole or in part; provided, however, that options may be exercised for no longer than five (5) years from the date of this Agreement. The options shall be exercised by written notice directed to Employer, accompanied by a check payable to Employer for the 2000 annual meetingOption shares being purchased. No Options Employer shall vest until December 31make immediate delivery of such purchased shares, 2000. On December 31fully paid and non-assessable, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested registered in the name of Executive. The certificates evidencing such shares shall bear the Employee. Upon receipt following restrictive legend, unless and until such shares have been registered in accordance with the Securities and Exchange Act of stockholder approval of the Management Plan1933, the Employee and Health Power shall enter into a stock option agreement as amended (the "Stock Act"): THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF IN ANY MANNER UNLESS THEY ARE REGISTERED UNDER SUCH ACT AND THE SECURITIES LAWS OR ANY APPLICABLE JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM. Employer shall use its best efforts to register the Option Agreement") reflecting Shares under the grant Act at the earlier of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject such time as it registers shares issuable pursuant to a qualified employee stock option plan or such time as it registers shares beneficially owned by or issued to either or all of the terms following individuals: If, and conditions to the extent that the number of shares of common stock of Employer shall be increased or reduced by whatever action, including but not limited to change of par value, split, reclassification, distribution or a dividend payable in stock, or the Management Plan and like, the number of shares subject to the Stock Option Agreementand the option price per share shall be proportionately adjusted. If Employer is reorganized or consolidated or merged with another corporation, Executive shall be entitled to receive options covering shares of such reorganized, consolidated, or merged company in the same proportion, at an equivalent price, and subject to the same conditions. For purposes of the preceding sentence, the excess of the aggregate fair market value of the shares subject to the option immediately after any such reorganization, consolidation, or merger over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the Stock Option immediately before such reorganization, consolidation, or merger over the aggregate option price of such shares, and the new option or assumption of the old Stock Option shall not give Executive additional benefits which he did not have under the old Stock Option, or deprive him of benefits which he had under the old Stock Option. Executive shall have no rights as a stockholder with respect to the Option Shares until exercise of the Stock Option and payment of the Option Price as herein provided.

Stock Options. Incentive stock options (a) At the "Options") to purchase up to 70,000 shares of common stockEffective Time, $0.01 par value (the "Shares"), of Health Power under Acquiror will assume the proposed Health Power, Inc. 2000 Management Ledger Capital Corp. 1993 Stock Option Plan for Outside Directors and the Ledger Capital Corp. 1993 Incentive Stock Option Plan, (collectively, the "Management PlanOption Plans") and all of the Company's obligations thereunder and may, at its election, provide for the merger of the Company's option plans into those of the Acquiror. At the Effective Time, the Option Plans shall be amended to provide that each outstanding option issued pursuant to the Option Plans shall become an option to acquire, on the same terms and conditions as were applicable under such option (including, without limitation, the time periods allowed for exercise), a number of shares of Acquiror Common Stock equal to the product of the Exchange Ratio and the number of shares of Company Common Stock subject to such option (provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded up to the nearest share), at a price per share (rounded down to the nearest cent) equal to the exercise price per share of the shares of Company Common Stock subject to such option divided by the Exchange Ratio. Notwithstanding the foregoing, with respect to options that are incentive stock options, the excess of the aggregate fair market value of the shares subject to the option immediately after the substitution over the aggregate option price of such shares shall not be more than the excess of the aggregate fair market value of all shares subject to the option immediately before the substitution over the aggregate option price of such shares. The Company covenants duration and other terms of the option shall remain the same, except that all references to the Employee Company shall refer to the Acquiror. All options granted under the Options Plans shall be fully vested as follows: (i) of the Company will day preceding the Effective Time. The Acquiror agrees to take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions corporate action necessary to reserve for issuance a sufficient number of Shares shares of Acquiror Common Stock for issuance delivery upon the exercise of options under the Options; and (iii) if the Management Plan is approved of Option Plans assumed by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Acquiror in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option accordance with this Agreement.

Stock Options. Incentive stock options (As of the "Options") to purchase up to 70,000 shares close of common stock, $0.01 par value (business on the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as followsReference Date: (i) 2,079,286 shares of LTX-Credence Common Stock were subject to issuance pursuant to outstanding LTX-Credence Options (as defined below) to purchase LTX-Credence Common Stock under the Company will take all actions necessary to present the Management applicable LTX-Credence Stock Plan (as defined below) (equity or other equity-based awards, whether payable in cash, shares or otherwise, whether or not granted under or pursuant to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; LTX-Credence Share Plans, other than LTX-Credence Restricted Shares or LTX-Credence Restricted Share Units, are referred to in this Agreement as “LTX-Credence Options”), and (ii) if 646,565 shares of LTX-Credence Common Stock are reserved for future issuance under the Management Plan is approved of by the directorsLTX-Credence Share Plans, the Company will take all actions necessary to reserve a sufficient number of Shares including 326,477 shares reserved for issuance upon under the exercise LTX-Credence Purchase Plan. Section 2.2(c) of the Options; LTX-Credence Disclosure Schedule sets forth a complete and accurate list of all stock option plans or any other plan or agreement adopted by LTX-Credence that provides for the issuance of equity to any Person (iii) if the Management Plan is approved “LTX-Credence Share Plans”). LTX-Credence has made available to Verigy complete and accurate copies of by all LTX-Credence Share Plans and the directors, the Company will thereafter take forms of all actions necessary award agreements evidencing outstanding awards under such plans. LTX-Credence has made available to present the Management Plan to the stockholders Verigy a true and complete list of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant each LTX-Credence Option outstanding as of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerReference Date, and (B1) the grant of the Options particular LTX-Credence Stock Plan or other arrangement pursuant to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at which such annual meetingLTX-Credence Option was granted, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in (2) the name of the Employee. Upon receipt holder of stockholder approval such LTX-Credence Option, (3) the number of shares of LTX-Credence Common Stock subject to such LTX-Credence Option, (4) the exercise price of such LTX-Credence Option, (5) the date on which such LTX-Credence Option was granted, (6) the applicable vesting schedule, and the extent to which such LTX-Credence Option was vested and exercisable as of the Management PlanReference Date, (7) the Employee date on which such LTX-Credence Option expires and Health Power shall enter into (8) whether such LTX-Credence Option is intended to qualify as a nonstatutory stock option agreement (or an “incentive stock option” within the "Stock Option Agreement") reflecting the grant meaning of Section 422 of the Options on the foregoing termsCode. The grant All shares of the Options and the exercise thereof shall be LTX-Credence Common Stock subject to all of issuance under the applicable LTX-Credence Benefit Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issued, would be duly authorized, validly issued, fully paid and nonassessable. All grants of LTX-Credence Options were validly issued and properly approved by the Board of Directors of LTX-Credence (or a duly authorized committee or subcommittee thereof) in material compliance with all applicable Legal Requirements and recorded on the LTX-Credence Financials in accordance with GAAP. As of the Management Plan Reference Date, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights or equity based awards (whether payable in cash, shares or otherwise) with respect to LTX-Credence other than as set forth in Sections 2.2(b) and the Stock Option Agreement(c).

Stock Options. Incentive stock Effective as of the Distribution Date, Tenneco shall cause all outstanding options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Tenneco Common Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: held by employees and officers other than (i) the Company will take all actions necessary to present the Management Plan to the directors Active Employees and Former Employees of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Automotive Group, (ii) if the Management Plan is approved employees of by the directors, the Company will take all actions necessary to reserve a sufficient number Packaging Corporation of Shares for issuance upon the exercise of the Options; America and (iii) if employees of the Management Plan is approved folding carton division (or persons who have succeeded to the rights of any persons described in (i), (ii) or (iii) with respect to options to purchase Tenneco Common Stock) to be replaced by options to purchase Packaging Common Stock. Subject to the directorsrequirements of applicable law and generally accepted accounting principles, the Company will thereafter take all actions necessary to present the Management Plan number, exercise price and other terms of such replacement options shall be determined in a manner consistent with that described in Exhibit A attached hereto. Options held by persons described in clause (ii) or (iii) above, not exercised prior to the stockholders Distribution Date shall be canceled effective as of Health Power for their approval at Health Power's 2000 annual meeting the Distribution Date. Options held by Active Employees and Former Employees of stockholdersAutomotive Group (or persons who have succeeded to the rights of such persons) shall, unless exercised prior to the Distribution Date, remain outstanding as adjusted as provided herein after the Distribution Date, subject to the requirements of TENNECO DISTRIBUTION AGREEMENT applicable law and generally accepted accounting principles. The Employee acknowledges and understands parties recognize that (A) the grant in some jurisdictions, Automotive employees were granted rights other than stock options in lieu of the Options Special Stock Option Award of 100 options per grantee, and in those jurisdictions, the outstanding rights will be adjusted comparably. The Automotive Company options and rights shall have the same terms and conditions as prior to the Employee Distribution Date except that the number of options and the option exercise price shall be adjusted as described in Exhibit A attached hereto. To the extent that the exercisability of options to purchase Tenneco Common Stock currently is subject to the condition that the Management Plan attainment of share price hurdles, those hurdles will also be approved by the directors of Health Power, adjusted with respect to both options to purchase Packaging Common Stock and (B) the Tenneco Common Stock. Tenneco may grant of the Options special pre-Distribution Date exercisability with respect to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is some or all options which are not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementotherwise exercisable.

Stock Options. Incentive stock options (a) At the "Options") Effective Time, each outstanding Navius Option under the Navius Option Plans, whether vested or unvested, shall be assumed by Endosonics and deemed to purchase up constitute an Endosonics Option to 70,000 acquire, on the same terms and conditions as were applicable under the Navius Option, a number of shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Endosonics Common Stock Option Plan (the "Management Plan"). The Company covenants equal to the Employee as follows: (i) the Company will take all actions necessary to present number of shares of Navius Common Stock issuable had the Management Plan holder of such Navius Option exercised such option in full immediately prior to the directors Effective Time multiplied by the Option Exchange Ratio (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise price for the shares of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Navius Common Stock otherwise purchasable pursuant to such Navius Option divided by (ii) if the Management Plan is approved number of by full shares of Endosonics Common Stock deemed purchasable pursuant to such Endosonics Option in accordance with the directorsforegoing; provided, however, that, in the case of any Navius Option to which Section 422 of the Code applies ("INCENTIVE STOCK OPTIONS"), the Company will take all actions necessary to reserve a sufficient option price, the number of Shares for issuance shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. In connection with the assumption by Endosonics of the Navius Options pursuant to this Section 6.5(a), Navius shall be deemed to have assigned to Endosonics, effective at the Effective Time, Navius's right to repurchase unvested shares of Navius Common Stock issuable upon the exercise of the Options; Navius Options or previously issued upon the exercise of options granted under the Navius Option Plans, in accordance with the terms of the Navius Option Plans and the related stock option agreements and stock purchase agreements entered into under the Navius Option Plans. For purposes of the foregoing, "OPTION EXCHANGE RATIO" shall be determined by dividing (iiix) if the Management Plan is approved of quotient obtained by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that dividing (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved $15,500,000 by the directors of Health Power, and (B) the grant of Reference Stock Price, by (y) the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementTotal Capitalization Number.

Stock Options. Incentive stock options (a) At the Effective Time, each outstanding option to purchase shares of Pinnacle Common (a "OptionsPinnacle Stock Option") issued pursuant to purchase up to 70,000 shares of common stockthe Pinnacle Financial Services, $0.01 par value Inc. Executive Long Term Incentive Plan (also known as the "Shares"Pinnacle Financial Services, Inc. 1993 Stock Option Plan), of Health Power under as amended, and the proposed Health Power, Inc. 2000 Management Indiana Financial Corporation 1986 Stock Option and Incentive Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorstogether, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option AgreementPlans") reflecting ), whether or not exercisable or vested, shall cease to represent a right to acquire shares of Pinnacle Common and shall be converted automatically into an option to acquire, from and after the grant of the Options Effective Time, on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the same terms and conditions as were applicable under such Pinnacle Stock Option (including the immediate vesting of such Pinnacle Stock Option to the extent that the terms thereof shall provide for such immediate vesting upon the consummation of the Management Plan and Merger), the number of full shares of CNB Common as the holder of such Pinnacle Stock Option Agreementwould have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (determined by multiplying the aggregate number of shares of Pinnacle Common covered by such Pinnacle Stock Option by the Conversion Ratio), at a price per share equal to (y) the aggregate amount of the exercise prices for Pinnacle Common otherwise purchasable pursuant to such Pinnacle Stock Option, divided by (z) the number of full shares (and, subject to Section 5.04(d) hereof, for these purposes, any fractional share amount shall be rounded upwards to the next higher full share amount) of CNB Common deemed purchasable pursuant to such Pinnacle Stock Option (determined as provided above in this Section 5.04(a)). In no event shall CNB be required to issue fractional shares of CNB Common.

Stock Options. Incentive stock During the Consulting Period, Executive’s options (the "Options") to purchase up to 70,000 shares of Company common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan")stock shall continue to vest and become exercisable in accordance with their original vesting schedules. The Company covenants attached Exhibit B details Executive’s vested and unvested shares subject to Executive’s options. Upon the Employee completion of the Consulting Period, Executive’s options shall cease vesting and any unvested shares subject to options as follows: of such date shall automatically terminate for no consideration, provided, that Executive’s outstanding options for vested shares shall remain exercisable until the earlier of (i) the Company will take all actions necessary to present second (2nd) anniversary of the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Termination Date or (ii) if the Management Plan is approved original 10 year expiration date of the applicable option. If, by the directorsdate that is twenty-four (24) months following the Termination Date, Executive has not exercised the outstanding options to purchase vested shares in accordance with the procedures set forth in Executive’s option agreements, such options shall terminate and be of no further effect. Notwithstanding the immediately preceding sentence, in the event Executive is in possession of material non-public information about the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon or the exercise Company has prohibited Executive from selling Company stock on or within 30 days of the Options; and second (iii2nd) if anniversary of the Management Plan Termination Date, then each of Executive’s outstanding options for vested shares shall remain exercisable until the earlier of (i) the date that is approved 30 days after the Executive is no longer in possession of by the directors, material non-public information about the Company will thereafter take all actions necessary and/or the date that is 30 days after the Company removes its prohibition regarding the Executive’s ability to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that sell Company stock, or (Aii) the grant original 10 year expiration date of the Options applicable option. In the event Executive ceases to provide the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerTransition Services, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options Executive’s options for unvested shares shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price forfeited as of the Shares on the last business day immediately preceding the date of such cessation of services. After April 12, 2012, Executive’s outstanding incentive stock options (ISOs) (vested and unvested) will convert to nonstatutory stock options (NSOs) in accordance with IRS rules. This conversion does not affect the 2000 annual meetingexercisability or vesting schedule of such options. No Options shall vest until December 31Executive acknowledges that upon the execution of this Agreement, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in unexercised “incentive stock option” within the name meaning of the Employee. Upon receipt Internal Revenue Code of stockholder approval 1986, as amended (the “Code”), shall be deemed modified for the purposes of Section 424 of the Management PlanCode, and, to the Employee extent the exercise price thereof is less than the fair market value of a share of Company common stock on the date this Agreement is executed, such option shall no longer qualify as an incentive stock option, but instead shall constitute a nonstatutory stock option. This conversion does not affect the exercisability or vesting schedule of such options. Executive further acknowledges and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant agrees that all outstanding vested options that have not been exercised as of the Options on the foregoing terms. The grant three-month anniversary of the Options and Termination Date shall no longer qualify as incentive stock options, but instead shall constitute nonstatutory stock options. This conversion does not affect the exercise thereof shall be subject to all exercisability or vesting schedule of the terms and conditions of the Management Plan and the Stock Option Agreementsuch options.

Stock Options. Incentive stock options In the event the Parent or any of its Subsidiaries terminates the employment of any employee of the Company without cause within ninety (90) days after the "Options"Effective Time, Parent will cause all vested Parent Stock Options issued pursuant to Section 1.10 hereof held by such terminated employee to be amended to provide that the exercise period for such vested Parent Stock Options shall be extended so as to permit their exercise by such terminated employee for a period of twelve (12) months after the date of his or her termination of employment; provided, however, that any such amendment to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management a Parent Stock Option Plan (intended to qualify as an "incentive stock option" within the "Management Plan")meaning of Section 421 of the Code shall be subject to the consent of such terminated employee. For the avoidance of doubt, this Section 5.13 does not provide for any changes to the vesting provisions contained in any Parent Stock Option. CONDITIONS PRECEDENT Conditions to Each Party's Obligation To Effect the Merger. The Company covenants respective obligation of each party to effect the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee Merger is subject to the condition satisfaction or waiver on or prior to the Closing Date of the following conditions: Company Stockholder Approval. The Company Stockholder Approval shall have been obtained. Antitrust. All waiting periods applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and all clearances and approvals required to be obtained in respect of the Merger prior to the Effective Time under any other similar applicable Law shall have been obtained; No Injunctions or Restraints. No temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Merger shall be in effect; provided, however, that the Management Plan parties hereto shall use their best efforts to have any such injunction, order, restraint or prohibition vacated. Form S-4. The Form S-4 shall have become effective under the Securities Act and shall not be approved by the directors subject of Health Powerany stop order or proceedings seeking a stop order, and (B) any material "blue sky" and other state securities laws applicable to the grant registration and qualification of the Options Parent Common Stock issuable or required to be reserved for issuance pursuant to this Agreement shall have been complied with. NYSE Listing. The shares of Parent Common Stock to be issued in the Merger and reserved for issuance upon exercise of Company Stock Options, Company Warrants and the Convertible Notes shall have been approved for listing on the NYSE. Tax Opinion. Parent shall have received from Xxxxxxx Xxxxxxx & Xxxxxxxx, counsel to Parent, and the Company shall have received from Xxxxxx & Xxxxxxx, counsel to the Employee is further subject to Company, on the condition Closing Date opinions that the Management Plan be approved by Merger will qualify for United States federal income tax purposes as a reorganization within the stockholders meaning of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant Section 368(a) of the Options Code. The issuance of such opinions shall be automatically null and void and without further force or effect If conditioned upon the Management Plan is approved receipt by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price such tax counsel of customary representation letters from each of the Shares on Company, Parent and Sub dated as of the last business day immediately preceding Closing Date and as of the date of that the 2000 annual meeting. No Options shall vest until December 31Form S-4 filed with the SEC becomes effective, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested substantially in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee forms attached hereto as Exhibits 6.01(f)-A and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.6.01(f)-B.

Stock Options. Incentive Immediately following the expiration of the ------------- rescission period described in said Paragraph 23 all vested stock options (granted to Xxxxx through the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power Separation Date under the proposed Health PowerOmnibus Plan and two-thirds of the stock Options granted to Xxxxx in 2001 shall remain outstanding and exercisable by him through the earlier of their original maturity date and three (3) years from the Separation Date; provided, Inc. 2000 Management Stock Option Plan however, that the date any such option is first exercisable shall not be accelerated. Attached as Schedule C to this Agreement is a listing of such vested stock options, whether incentive or non-qualified stock options, and the dates of first exercisability and lapse thereof in accordance with the terms of this paragraph c. To the extent options designated as incentive stock options are exercised within thirty (30) days of the "Management Plan"). The Company covenants last day of Xxxxx'x employment, they shall retain their status as qualified options, to the Employee extent otherwise qualifying as follows: incentive stock options; options exercised after this thirty (i30) day period shall be treated as nonqualified options. In the Company will take all actions necessary event Xxxxx shall sell any Pentair common stock acquired pursuant to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of an incentive stock option in a disqualifying disposition, Xxxxx shall immediately notify Pentair of such disposition and supply all information with respect to such sale as is reasonably requested by Pentair. This notification obligation shall apply regardless of whether such options were exercised before or after the Options; and Separation Date. For purposes of this subparagraph, any disposition of Pentair common stock received upon exercise of an incentive stock option, within twelve (iii12) if months of such exercise, shall constitute a disqualifying disposition. In the Management Plan is approved of by the directors, the Company will thereafter take event Xxxxx should die before all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force options have been exercised or effect If the Management Plan is approved by Health Power's directors and stockholdersotherwise lapse, then the Options beneficiary designated by Xxxxx shall be have six (6) months from Xxxxx'x death to exercise any options then outstanding. Any options not so exercised shall lapse at an exercise price equal to the closing market price end of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement said six (the "Stock Option Agreement"6) reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementmonth period.

Stock Options. Incentive During each of the calendar years 2018, 2019, 2020 and 2021, the Compensation Committee will in good faith consider granting to you stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power Class B Common Stock under the proposed Health PowerLTIP as and when other senior members of the Company’s management team reporting to you are considered for annual equity grants by the Compensation Committee, Inc. 2000 Management Stock and consistent with past practice with respect to the deliberations regarding, but not the amount of, your discretionary stock option grants (any such discretionary option grant, a “Discretionary Option Plan Grant”); provided, however, that such consideration by the Compensation Committee does not guarantee (the "Management Plan")and should not be construed as a guarantee) that you will receive a Discretionary Option Grant in any such calendar year. The Company covenants to amount of any such grant(s) will be determined by the Employee as follows: (i) the Company Compensation Committee, in its sole and reasonable discretion. The Compensation Committee, when considering whether it believes any such Discretionary Option Grant may be appropriate, will take all actions necessary into account the Employer’s financial and stock performance relative to present its diversified media and entertainment peer companies, and, in particular whether the Management Plan Company’s financial and stock performance is due, at least in part, to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands operating factors that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested have generally affected companies in the name of the Employeeindustry in a similar fashion. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Any Discretionary Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof Grant shall be subject to all of the terms and conditions set forth in the agreement evidencing such grant, which, except as otherwise provided herein, shall be no less favorable to you than the terms and conditions generally applicable to other senior executives of Employer, provided that any such Discretionary Option Grant will provide for vesting in full not later than June 30, 2021 (provided you remain employed on such date), and subject to acceleration and all other applicable provisions of this Agreement. The Chair of the Management Plan and Compensation Committee will communicate to you the Stock Compensation Committee’s rationale with respect to the Discretionary Option AgreementGrant for each calendar year (or if no Discretionary Option Grant is made for any calendar year, the Compensation Committee’s rationale for deciding not to make such a grant) promptly following its decision.

Stock Options. ECC and the Company shall take any and all action as shall be necessary or appropriate so that outstanding options issued under the Amended and Restated EchoStar Communications Corporation 1995 Stock Incentive stock options Plan, the EchoStar Communications Corporation 1999 Stock Incentive Plan, the EchoStar Communications Corporation 2001 Nonemployee Director Stock Option Plan and the ECC 1995 Nonemployee Director Stock Option Plan) (collectively, the "Options"“ECC SIPs”) to purchase up ECC Class A Common Stock (“ECC Stock Options”) held at the close of business on the Distribution Date by current and former employees and directors of ECC and its Subsidiaries and Affiliates (or their respective transferees) shall be replaced pursuant to 70,000 shares the terms of common stock, $0.01 par value (the "Shares"), of Health Power ECC SIPs with an adjusted ECC Stock Option with an adjusted exercise price and a substitute option under the proposed Health Power, Inc. 2000 Management EchoStar Holding Corporation Transition Stock Option Incentive Plan (the "Management Plan"“Company SIP”) to purchase Company Class A Common Stock (a “Company Stock Option”). The Company covenants to Such replacement will be implemented in a manner such that immediately following the Employee as follows: Distribution (i) the Company will take all actions necessary to present the Management Plan number of shares relating to the directors adjusted ECC Stock Option will be equal to the number of Health Power for their approval at their March 2000 quarterly Board shares of Directors meeting; ECC Class A Common Stock subject to such option immediately prior to the Distribution, (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon shares subject to the exercise substitute Company Stock Option will be equal to the number of shares of Company Class A Common Stock that the Options; option holder would have received in the Distribution had the ECC Class A Common Stock subject to the option represented outstanding shares of ECC Class A Common Stock, and (iii) if the Management Plan is approved per share option exercise price of by the directors, original ECC Stock Option will be proportionally allocated between such separate stock options based upon the relative per share trading prices of ECC Class A Common Stock and the Company Class A Common Stock immediately following the Distribution, with the intention that such adjustment and substitution satisfy the requirements of Section 424 of the Code and avoid treatment as non–qualified deferred compensation subject to Section 409A of the Code. Each adjusted ECC Stock Option and substituted Company Stock Option adjusted from or substituted for an original ECC Stock Option described in this Section 5.01 (a), when combined, will thereafter take all actions necessary to present in the Management Plan exclusive and sole discretion of the administrative committee established pursuant to the stockholders applicable ECC SIP (the “ECC SIP Committee”) preserve the intrinsic value of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges such original ECC Option, and understands that (A) each will preserve the grant ratio from the original option of the Options exercise price to the Employee is fair market value of the stock subject to the condition that option. Fractional shares shall be adjusted or compensated by ECC as appropriate in the Management Plan be approved by the directors of Health Power, and (B) the grant sole discretion of the Options to ECC SIP Committee. All employment with both ECC and the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options Company shall be automatically null taken into account for purposes of determining the vesting and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price exercisability provisions of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementsuch awards.

Stock Options. Incentive stock options (As of the "Options") Effective Time, each outstanding option to purchase up to 70,000 shares of common stock, $0.01 par value Sicor Common Stock under the Sicor Stock Plans (the a "SharesSicor Option"), whether or not exercisable or vested, shall be assumed by Teva and shall automatically be converted into an option to purchase Teva Ordinary Shares in the form of Health Power Teva ADSs, to be evidenced by Teva ADRs upon exercise, in an amount and at an exercise price as determined in accordance with this Section 3.1(d). Teva shall assume each Sicor Stock Plan to the extent necessary to assume the Sicor Options and, in the event Teva does not have sufficient registered Teva ADRs to cover the assumed Sicor Options, Teva shall, as promptly as practicable after the execution and delivery of this Agreement, prepare and file with the SEC a Registration Statement with respect to the Teva ADSs issuable upon the exercise thereof and shall use its best efforts to cause the Registration Statement to become effective under the proposed Health Power, Inc. 2000 Management Stock Option Plan Securities Act as soon as practicable after the date of such filing (the "Management Plan"). The Company covenants and in any event prior to the Employee Effective Time) and to comply with state securities law and "blue sky" laws with respect thereto. Each Sicor Option so assumed will be subject to, and exercisable and vested on, the same terms and conditions as follows: under such Sicor Option as of the Effective Time, except that each assumed Sicor Option shall constitute an option to acquire that number of Teva ADSs (rounded down to the nearest number of whole Teva ADSs on a holder-by-holder basis) equal to (a) the number of Teva ADSs that the holder of such Sicor Option would have been entitled to receive pursuant to the Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time plus (b) a number of Teva ADSs determined by dividing (i) the Company will take all actions necessary amount of Cash Consideration that the holder of such Sicor Option would have been entitled to present the Management Plan receive pursuant to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Merger had such holder exercised such Sicor Option in full immediately prior to the Effective Time by (ii) if the Management Plan is approved closing price per ADS of by Teva ADSs on the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan Business Day immediately prior to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. Effective Time as reported by The Employee acknowledges and understands that Nasdaq Stock Market, Inc. (A"Nasdaq") National Market System on the grant of the Options Business Day immediately prior to the Employee is subject to the condition that the Management Plan be approved by the directors of Health PowerEffective Time, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price per Teva ADS (rounded up to the nearest whole xxxxx) equal to (x) the closing market aggregate exercise price for the shares of Sicor Common Stock which otherwise could have been purchased pursuant to such Sicor Option immediately prior to the Effective Time divided by (y) the aggregate number of Teva ADSs deemed to be purchasable (the sum of the Shares on the last business day immediately preceding the date amount in clauses (a) and (b) above) pursuant to such assumed Sicor Option pursuant to and in accordance with this Section 3.1(d). The conversion of the 2000 annual meeting. No Sicor Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested provided for in the name this Section 3.1(d) with respect to any options which are intended to be "incentive stock options" (as such term is defined in Section 422 of the Employee. Upon receipt Internal Revenue Code of stockholder approval of the Management Plan1986, the Employee and Health Power shall enter into a stock option agreement as amended (the "Stock Option AgreementCode")) reflecting the grant shall be effected in a manner consistent with Section 424(a) of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementCode.

Stock Options. Incentive stock Notwithstanding anything to the contrary set forth in any prior agreement, option grant, or other compensatory arrangement, the following will govern the options (the "Options") to purchase up Company stock previously granted to 70,000 shares of common stockXx. Xxxxx, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee and which vest or have vested as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved last day of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholdersXx. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Xxxxx’x employment in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of accordance with the terms and conditions of the Management Plan respective stock option plans (“Option Plans”) and/or stock option agreements (“Option Agreements”) pursuant to which they were granted (the “Vested Options”): Xx. Xxxxx shall not exercise any of the Vested Options until after the conclusion of the option inquiry currently being undertaken by the Company and any prohibition on exercising options has been lifted, and the Company may instruct its Transfer Agent that Xx. Xxxxx has so agreed and that the Transfer Agent shall not permit any shares to be issued pursuant to a purported exercise of a Vested Option not in accordance with this Agreement. Xx. Xxxxx agrees that the Company has the right to (1) increase the exercise price of Vested Options that were granted to Xx. Xxxxx on or after February 10, 2000 to a price equal to the closing price of the Company’s common stock, as reported by the NASDAQ Stock Market, Inc., on the date that the Company determines in its sole and absolute discretion to be the correct measurement date for such Vested Options, or (2) make such other adjustments, as determined in the Company’s sole and absolute discretion, as may be required to offset the economic benefit that Xx. Xxxxx would otherwise derive from such lower exercise price. Subject to the adjustments contemplated by the preceding sentence, the Vested Options shall be exercisable until the later of (a) December 31, 2007 or (b) thirty (30) days after the date the Company terminates the current prohibition on exercising Company stock options. In the event the Company adjusts Xx. Xxxxx’x options in accordance with this Section after December 31, 2006, Xx. Xxxxx agrees that, to the extent the Company must, by law, withhold income taxes relative to such options, the Company may off-set the amount of any such required withholding from the payments Xx. Xxxxx otherwise receives from the Company pursuant to this Agreement. Except as expressly provided above, the Vested Options, and any vested options granted prior to February 10, 2000, shall remain exercisable to the extent permitted by and in accordance with the terms and conditions of the relevant Option AgreementPlans and/or Option Agreements, which are incorporated by reference. Any unvested options shall continue to vest to the extent permitted by and in accordance with the terms and conditions of the relevant Option Plans and/or Option Agreements, which are incorporated by reference.

Stock Options. Incentive Immediately prior to the consummation of the Mergers, subject to the Executive’s continued employment with the Company through such date, 75 percent of each tranche of Stock Options that are then outstanding and unvested shall become immediately vested and exercisable in full and no longer be subject to any right of recapture set forth in the applicable stock options option award agreement (the "Options") “Option Acceleration”). However, notwithstanding anything to purchase up the contrary contained in this Agreement or the Employment Agreement to 70,000 shares of common stockthe contrary, $0.01 par value in the event the Option Acceleration (together with any other payments under this Agreement or otherwise (the "Shares"“Payments”)) would constitute “excess parachute payments” under Section 280G of the Code, the Option Acceleration will be reduced to the extent necessary so that when aggregated with all other Payments, the Present Value (as defined below) of Health Power under the proposed Health PowerOption Acceleration shall be equal to three (3) times the Executive’s “base amount,” as determined in accordance with Section 280G of the Code, Inc. 2000 Management Stock Option Plan less $10,000.00 (the "Management Plan"“Reduced Amount”). The Company covenants If the Option Acceleration is required to be reduced to result in the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsReduced Amount, the Company will take all actions necessary shall promptly give the Executive notice to reserve that effect and a sufficient number of Shares for issuance upon the exercise copy of the Options; detailed calculation thereof, and the Executive may then elect, in his sole discretion, which and how much of the Option Acceleration shall be eliminated or reduced (iii) if as long as after such election the Management Plan Present Value of the aggregate Payments equals the Reduced Amount), and shall advise the Company in writing of his or her election within five days of his receipt of notice. If no such election is approved of made by the directorsExecutive within such five-day period, the Company will thereafter take all actions necessary to present may elect which and how much of such Option Acceleration shall be eliminated or reduced (as long as after such election the Management Plan Present Value of the aggregate Payments equals the Reduced Amount) and shall notify the Executive promptly of such election, provided that if the consummation of the Mergers occurs prior to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges Executive’s and understands the Company’s determination under this Section 3, the Executive’s right to exercise the options that (A) the grant of the Options accelerate pursuant to the Employee is subject to the condition that the Management Plan be approved by the directors first sentence of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options this Section 3 shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options suspended until such time as such determination shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.be

Stock Options. Incentive stock options (a) Effective as of the "Options") date hereof, each outstanding option to purchase up to 70,000 shares of common stock, $0.01 par value Shares (the "Shares"), of Health Power individually a “Director Option” and collectively “Director Options”) granted under the proposed Health Power, Inc. 2000 Management Medialink Worldwide Incorporated Amended and Restated 1996 Directors Stock Option Plan (the "Management “Director Option Plan"”) and each outstanding option to purchase Shares (individually an “Employee Option” and collectively “Employee Options”) granted under the Medialink Worldwide Incorporated Amended and Restated Stock Option Plan as adopted as of January 31, 1996 (the “Employee Option Plan”), whether or not any such Director Options or Employee Options are then exercisable (Director Options and Employee Options being sometimes hereinafter referred to individually as an “Option” and collectively as “Options”), shall be exercisable in full at the price per Share as established for each such Option. The Company covenants Thereafter, effective immediately prior to the Employee as followsEffective Time, each outstanding and unexercised Option to purchase any Share shall be converted by the Company into the right to receive from the Company, on the Closing Date, in consideration for any such Option, an amount in cash equal to the product of: (i) the Company will take all actions necessary number of Shares subject to present the Management Plan to the directors such Option (other than any portion of Health Power for their approval at their March 2000 quarterly Board of Directors meetingsuch Option which has previously been exercised); and (ii) the excess, if any, of the Management Plan is approved of Merger Consideration over the exercise price per Share in effect with respect to such Option, reduced by the directorsamount of withholding or other Taxes required by law to be withheld with respect to such payment. Any Option (including tandem stock appreciation rights, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise if any, granted in connection with such Option) which, as of the Options; Effective Time, has not been exercised and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at which provides an exercise price equal to for the closing market price purchase of a Share which is greater than the amount of the Shares on Merger Consideration payable for each Share, shall, at the last business day immediately preceding Effective Time, be cancelled without consideration and the date holders of any such Options (including any tandem stock appreciation rights granted in connection with any such Options) shall have no further rights whatsoever under the 2000 annual meeting. No Options shall vest until December 31, 2000terms of any such Options. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management PlanClosing Date, the Employee Surviving Corporation will make the payments required to be made by this Section 1.5(a). Parent and Health Power shall enter into a stock option agreement (Merger Sub will deposit or cause to be deposited sufficient funds with the "Stock Option Agreement") reflecting Company at the grant of Closing to make the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementpayments required by this Section 1.5(a).

Stock Options. Incentive stock options (the "Options"a) Subject to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Option Plans (as defined below) and of any option agreements (the "Option Agreements") entered into thereunder, and subject to the receipt of any consents, approvals or waivers necessary under any such plans or agreements, after the Effective Time, each option (an "Option") which has been granted under the 1986 Stock Plan for Executive Employees of WTI, the 1988 Stock Plan for Executive Employees of WTI, the WTI 1991 Stock Option Plan for Non-Employee Directors or the WTI 1992 Stock Option Plan (collectively, the "Option Plans") and is outstanding at the Effective Time, whether or not then exercisable, shall be assumed by Parent and shall be deemed to constitute an option to acquire, on the terms and conditions as were applicable under the respective Option, that number of Parent Common Shares (as defined below) equal to the product of (i) that number of Shares as the holder of the Option would have been entitled to receive had such holder exercised the Option in full immediately prior to the Effective Time (not taking into account whether the Option was in fact exercisable at such time) and (ii) the quotient derived by dividing the Merger Consideration by the average of the per-share closing prices on the NYSE of Parent Common Shares (as reported in the NYSE Composite Transactions) during the 10 consecutive trading days ending on the trading day immediately prior to the Effective Time, but rounded up to the next whole number of Parent Common Shares, at a price per Share equal to (x) the exercise price per Share subject to the Option divided by (y) the quotient described in Section 4.4(a)(ii) above. As soon as practicable after the Effective Time, Parent shall deliver to each holder of an Option an appropriate notice setting forth the holder's right to acquire Parent Common Shares, and the Stock Option Agreement.agreements of each holder shall be deemed to be appropriately amended so that the Options shall represent rights to acquire Parent Common Shares on the same terms and conditions as contained in the outstanding Options. "

Stock Options. Incentive Not later than the Effective Time, each Exl Stock Option which is outstanding immediately prior to the Effective Time pursuant to Exl's stock options option plans (other than any "stock purchase plan" within the meaning of Section 423 of the Code) in effect on the date hereof (the "OptionsStock Plans") shall become and represent an option to purchase up to 70,000 the number of shares of common stock, $0.01 par value Conseco Common Stock (the a "SharesSubstitute Option"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan ) (the "Management Plan"). The Company covenants decreased to the Employee as follows: nearest full share) determined by multiplying (i) the Company will take all actions necessary number of shares of Common Stock subject to present the Management Plan such Exl Stock Option immediately prior to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; Effective Time by (ii) if the Management Plan is approved Exchange Ratio. The exercise price per share of by each Substitute Option shall be adjusted so that the directors, aggregate exercise price to be paid upon exercise of such Substitute Option shall be the Company will take all actions necessary same as the aggregate exercise price of the Exl Stock Option converted pursuant to reserve a sufficient number this Section. Conseco shall pay cash to holders of Shares for issuance Exl Stock Options in lieu of issuing fractional shares of Conseco Common Stock upon the exercise of Substitute Options for shares of Conseco Common Stock. After the Options; Effective Time, except as provided above in this Section 2.14, each Substitute Option shall be exercisable upon the same terms and (iii) if conditions as were applicable under the Management Plan is approved of by related Exl Stock Option immediately prior to or at the directors, the Company will thereafter Effective Time. Conseco and Exl shall take all actions necessary action to present implement the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant provisions of the Options Section 2.14 and shall cause a registration statement on Form S-8 to be filed with the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, United States Securities and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement Exchange Commission (the "Stock Option AgreementSEC") reflecting the grant within thirty days of the Options on Effective Time to register the foregoing terms. The grant shares of Conseco Common Stock to be issued pursuant to the exercise of the Substitute Options and which registration statement will be effective upon filing with the exercise thereof shall be subject to all SEC under the current rules of the terms SEC. Exl agrees that it will not grant any stock appreciation rights or limited stock appreciation rights and conditions will not permit cash payments to holders of Exl Stock Options in lieu of the Management Plan and the Stock Option Agreementsubstitution therefor of Substitute Options, as described in this Section 2.14.

Stock Options. Incentive stock options As additional consideration for executing this Agreement, the Employee shall receive the option to purchase that number of shares of Guardian Common Stock having an aggregate Guardian Market Value as determined at the time of the Closing equal to Twenty Thousand Dollars ($20,000) (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan stock option plan to be established by Guardian (the "Stock Option Plan") and a grant agreement granting such Options (the "Grant Agreement"). The exercise price of the Options shall be equal to the exercise price equal to the five-day average closing price of the Common Stock for the five days prior to the grant thereof.. The Options will vest at the rate of one-fifth per year commencing with the Effective Date. Vested Options shall be exercisable on each anniversary of the date of the grant of such Options. If the Employee does not exercise all of the vested Options in any given year, such vested Options may be exercised in subsequent years but in no event later than ten years from the date of the grant thereof. In the event that the Employee's employment hereunder is terminated by Employer "without cause" prior to the vesting of all Options, any such unvested Options shall vest automatically as of the date of termination. For purposes for this Agreement, "without cause" shall mean termination of the Employee's employment hereunder for reasons other than: (i) any conviction of the Employee of a felony or any conduct which if proved would support conviction of a felony; (ii) conduct amounting to a material act of fraud, gross misconduct or dishonesty involving the Employer; (iii) a material act of fraud or dishonesty not involving the Employer which has a material adverse effect upon the Business or reputation of Employer; (iv) continuing material violation by the Employee of his obligations under this Agreement after written notice thereof to the Employee and failure to cure such violation within fifteen (15) days following such notice; (v) misuse of alcohol or controlled substance that materially impairs the Employee's ability to perform the duties of his employment as determined by a physician retained by the Employer or, if the Employee refuses to submit to appropriate examinations by such physician at the request of the Board of Directors of the Employer, then by at least three members of the Board of Directors; (vi) the unlawful use of drugs or other controlled substances; (vii) death; or (viii) disability. In the event that Employee's employment hereunder is terminated for any reason other than without cause prior to the vesting of all Options, any such unvested Options shall be forfeited, unless otherwise provided in the Stock Option Plan or Grant Agreement.

Stock Options. Incentive As soon as practicable following the date of this Agreement, Buyer and the Company (or, if appropriate, any committee of the Board of Directors of the Company administering the Company's stock options option plans (collectively, the "OptionsCompany Option Plans")) shall take such action and the Company shall obtain all such agreements and consents, if any, as may be required to effect the following provisions of this Section 2.5(n). As of the Effective Time each option to purchase shares of Common Stock pursuant to the Company Option Plans (a "Company Stock Option") which is then outstanding shall be assumed by Buyer and converted into an option (or, at Buyer's election, Buyer may grant a new substitute option under the terms of Buyer's stock option plan) (an "Assumed Stock Option") to purchase the number of shares of Buyer Common Stock (rounded up to 70,000 the nearest whole share) equal to (x) the number of shares of common stockCommon Stock subject to such option multiplied by (y) the Exchange Ratio, $0.01 par value at an exercise price per share of Buyer Common Stock (rounded down to the "Shares")nearest pennx) xxual to (A) the former exercise price per share of Common Stock under such option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that in the case of Health Power under the proposed Health Power, Inc. 2000 Management any Company Stock Option Plan (to which Section 421 of the "Management Plan")Internal Revenue Code applies by reason of its qualification under Section 422 of the Internal Revenue Code, the conversion formula shall be adjusted, if necessary, to comply with Section 424(a) of the Internal Revenue Code. The Company covenants Except as provided above, each Assumed Stock Option shall be subject to the Employee same expiration date and vesting provisions as follows: were applicable to such converted Company Stock Option immediately prior to the Effective Time. Promptly after the Effective Time, Buyer shall use its reasonable best efforts to prepare and file with the SEC a registration statement on Form S-8 or other appropriate form with respect to shares of Buyer Common Stock subject to the Assumed Stock Options and to maintain the effectiveness of such registration statement or registration statements covering such Assumed Stock Options (iand maintain the current status of the prospectus or prospectuses contained therein) the Company will for so long as such Assumed Stock Options remain outstanding. Buyer shall take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions corporate action necessary to reserve for issuance under an appropriate stock option plan of Buyer a sufficient number of Shares shares of Buyer Common Stock for issuance delivery upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementoptions described above.

Stock Options. Incentive stock options (Prior to the "Options") Effective Time, OPTA shall use its commercially reasonable efforts to provide that each outstanding option to purchase up to 70,000 shares of common stockOPTA Shares (in each case, $0.01 par value (the "Shares")a “OPTA Option”) granted under OPTA’s 1992 Employee, of Health Power under the proposed Health Power, Inc. 2000 Management Director and Consultant Stock Option Plan and its 1991 Non-Employee Stock Option Plan (together, the "Management Plan"“Stock Option Plans”). The Company covenants , whether or not then vested or exercisable, shall be exercisable for and entitle each holder thereof to, a payment in cash from the Surviving Corporation, upon exercise, equal to the Employee as follows: product of (i) the Company will take all actions necessary number of OPTA Shares previously subject to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; such OPTA Option and (ii) the excess, if any, of the Management Plan is approved of by Merger Consideration over the directorsexercise price per OPTA Share previously subject to such OPTA Option (such product, the Company will take all actions “Net Gains”). All applicable withholding taxes attributable to the payments made hereunder shall be deducted from the amounts payable hereunder; provided, however, that with respect to any person subject to Section 16 of the Exchange Act, any such amount shall be paid as soon as practicable after the first date payment can be made without liability to such person under Section 16(b) of the Exchange Act. Immediately prior to the Effective Time, ACQUIROR shall provide or cause to be provided to OPTA the funds necessary to reserve a sufficient number pay the aggregate amount of Shares Net Gains attributable to all OPTA Options that OPTA becomes obligated to pay pursuant to this Section 2.5(e). OPTA shall make all payments of Net Gains required by this Section 2.5(e) immediately prior to the Effective Time, although it shall deduct and withhold from the amounts otherwise payable pursuant to this Section 2.5(e) such amounts as it is required to deduct and withhold with respect to the making of such payments under the Internal Revenue Code of 1986 (the “Code”) or any other applicable state, local or federal tax law or tax laws of foreign jurisdictions. To the extent that amounts are so withheld by OPTA, the withheld amounts shall be treated for issuance upon all purposes of this Agreement as having been paid to the exercise holder of the Options; and (iii) if the Management Plan is approved OPTA Option in respect of which such withholding was made by the directors, the Company OPTA. The Surviving Corporation will thereafter take promptly comply with all actions necessary tax laws requiring it to present the Management Plan forward such withheld taxes and/or pay its own taxes to the stockholders responsible Governmental Entity, as well as reporting the amount of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) income resulting from the grant of the Options payments made pursuant to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 2.5(e).

Stock Options. Incentive stock options (a) At the "Options") Effective Date, each option to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power TXEN Class A Common Stock pursuant to an option grant under the proposed Health PowerTXEN, Inc. 2000 Management Inc., 1996 Incentive Stock Option Plan or the TXEN, Inc., Key Employee Incentive Stock Option Plan (the "Management PlanOption Plans") which are outstanding at the Effective Date (the "TXEN Options"). The Company covenants , whether or not exercisable, shall be converted into and become rights with respect to NRC Common Stock, and NRC shall assume each TXEN Option, in accordance with the Employee as follows: terms of the Option Plan by which it is evidenced, except that from and after the Effective Date, (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly NRC and NRC's Board of Directors meeting; shall be substituted for TXEN and the Committee of TXEN's Board of Directors (including, if applicable, the entire Board of Directors of TXEN) administering such Option Plans, (ii) if the Management Plan is approved each TXEN Option assumed by NRC may be exercised solely for shares of by the directorsNRC Common Stock, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved number of by the directors, the Company will thereafter take all actions necessary shares of NRC Common Stock subject to present the Management Plan such options shall be equal to the stockholders number of Health Power for their approval at Health Power's 2000 annual meeting shares of stockholders. The Employee acknowledges and understands that (A) the grant of the Options TXEN Common Stock subject to each such TXEN Option immediately prior to the Employee is subject to Effective Date multiplied by .451677 (the condition that the Management Plan be approved by the directors of Health Power"Exchange Ratio"), and (Biv) the grant per share exercise price under each such TXEN Option shall be adjusted by dividing the per share exercise price under each such TXEN Option by the Exchange Ratio and rounding up to the nearest cent. Notwithstanding the provisions of clause (iii) of the Options preceding sentence, NRC shall not be obligated to the Employee is further issue any fraction of a share of NRC Common Stock upon exercise of TXEN Options, and any fraction of a share of NRC Common Stock that otherwise would be subject to a converted TXEN Option shall represent the condition that right to receive a cash payment upon exercise between the Management Plan be approved by market value of one share of NRC Common Stock at the stockholders time of Health Power exercise of such option and the per share exercise price of such option. The market value of one share of NRC Common Stock at such annual meeting, and that if such approval is not received from stockholders, the grant time of the Options exercise of an option shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of such NRC Common Stock on the Shares Nasdaq National Market (as reported by THE WALL STREET JOURNAL or, if not reported thereby, any other authoritative source selected by NRC) on the last business trading day immediately preceding the date of the 2000 annual meetingexercise. No Options shall vest until December 31, 2000. On December 31, 2000, NRC and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on TXEN agree to take all necessary steps to effectuate the foregoing terms. The grant provisions of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementthis Section 5.6.

Stock Options. Incentive In the event of a Change in Control, Executive's resignation for Good Reason or Executive's termination without Cause, all unvested stock options (previously granted to Executive shall immediately vest and be exercisable as set forth below. In the "Options") event that there is a termination of Executive's employment hereunder for any reason, Executive shall be entitled to purchase up exercise any and all stock options that were previously granted to 70,000 shares him by the Company, and are outstanding, vested and unexercised as of common stockhis Termination Date, $0.01 par value (during the "Shares"), exercise period ending on the shorter of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; two (2) years from his Termination Date or (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise expiration date of the Optionsstock option as specified in the stock option plan or stock option agreement, as applicable, notwithstanding any provision in such plan or agreement that provides for a more limited time period to exercise stock options following termination of employment; provided however, if said stock option plan or stock option agreement provides therein for a longer period of time to exercise such outstanding, vested and (iiiunexercised stock options following his Termination Date, then such stock option plan or agreement shall control and the remaining provisions of this Section 6(c) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void inapplicable and without further force or effect If effect. In the Management Plan event that there is approved by Health Powera termination of Executive's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding employment hereunder for Cause or Executive voluntarily resigns without Good Reason within two years from the date of this Agreement, Executive shall forfeit any and all stock options that were previously granted to him by the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000Company, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested are unvested and unexercised as of his Termination Date. During the extension period specified in the name previous paragraph, if applicable, the Executive shall be considered an employee of the Employee. Upon receipt of stockholder approval Company who shall make himself available to provide consulting services to the Company in consideration for such extension of the Management Planoption exercise period and any post-termination payments provided to Executive under Section 6(a) or (b) of this Agreement. In this regard, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant Executive agrees to be classified as an employee of the Options Company solely for the limited purpose of making himself available to provide consulting services on the foregoing terms. The grant an as-needed basis; provided, however, Executive hereby specifically waives any right, entitlement, claim or demand to (i) any additional compensation for such consulting services and (ii) coverage or benefits under any of the Options and the exercise thereof shall be subject to all of the Company's employee benefit plans or programs, or other perquisites, terms and conditions of employment, except as expressly specified in other provisions of this Agreement. Except as expressly provided in this Section 6(c), the Management Plan provision of consulting services by Executive shall not expand his rights or duties under this Agreement. Executive hereby agrees to provide, upon request of the Company, consulting services to the Company on the following terms and the Stock Option Agreement.conditions:

Stock Options. Incentive stock options (a) At the Effective Time, each outstanding option to purchase shares of Claremont Common Stock (a "OptionsClaremont Stock Option") under the Claremont Option Plans shall be assumed by CBSI and shall thereafter constitute an option to purchase up to 70,000 acquire, on the same terms and conditions as were applicable under the Claremont 16 21 Stock Option the same number of shares of common stockCBSI Common Stock as the holder of such Claremont Stock Option would have been entitled to receive pursuant to the Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), $0.01 par value at a price per share equal to (y) the aggregate exercise price for the shares of Claremont Common Stock otherwise purchasable pursuant to such Claremont Stock Option divided by (z) the number of full shares of CBSI Common Stock deemed purchasable pursuant to such CBSI Stock Option in accordance with the foregoing; provided, however, that, in the case of any Claremont Stock Option to which Section 422 of the Code applies ("Sharesincentive stock options"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directorsoption price, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; shares purchasable pursuant to such option and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Management Plan Code. (b) As soon as practicable after the Effective Time, CBSI shall deliver to the participants in the Claremont Option Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to the Claremont Option Plans shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 6.13 after giving effect to the Merger). CBSI shall comply with the terms of the Claremont Option Plans and ensure, to the extent required by, and subject to the provisions of, such Claremont Option Plans, that Claremont Stock Options which qualified as incentive stock options prior to the Effective Time continue to qualify as incentive stock options after the Effective Time. (c) CBSI shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CBSI Common Stock for delivery under Claremont Stock Options assumed in accordance with this Section 6.13. As soon as practicable after the Effective Time, CBSI shall file a registration statement or registration statements on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of CBSI Common Stock subject to such options and shall use its best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who subsequent to the Merger will be subject to the reporting requirements under Section 16(a) of the Exchange Act, where applicable, CBSI shall administer Claremont Stock Options assumed pursuant to this Section 6.13 in a manner that complies with Rule 16b-3 promulgated under the Exchange Act to the extent the Claremont Option Agreement.Plans complied with the such rule prior to the Merger. Section 6.15

Stock Options. Incentive stock (a) Each holder of one or more outstanding options to purchase Starseed Common Stock (the "OptionsStarseed Stock Option") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Starseed 1998 Stock Option --------------------- Option/Stock Issuance Plan (the "Management Plan"). The Company covenants ) shall have the right, exercisable at any ---- time prior to the Employee Effective Time, to furnish GeoCities with a signed waiver agreement (in form and substance satisfactory to GeoCities) in which such person, as follows: consideration for the assumption of his or her Starseed Stock Options by GeoCities in the Merger, waives any and all rights he or she may otherwise have under the Plan or the agreements evidencing his or her Starseed Stock Options or otherwise, to receive any portion of the Cash Payment upon the subsequent exercise of the assumed options which would reflect, or otherwise compensate such person for, the cash consideration payable per share of Starseed Common Stock to the actual holders of Starseed Common Stock in conversion of their shares of such Common Stock in the Merger. At the Effective Time, each issued and outstanding Starseed Stock Option held by a person who has previously furnished GeoCities with such a waiver agreement will be assumed by GeoCities, whether vested or unvested. Each Starseed Stock Option so assumed by GeoCities under this Agreement shall continue to have, and be subject to, the same terms and conditions set forth in the agreement evidencing such option immediately prior to the Effective Time, as modified by the waiver agreement furnished GeoCities hereunder, except that (i) the Company will take all actions necessary to present the Management Plan such Starseed Stock Option shall be exercisable (when vested) solely and exclusively for that number of whole shares of GeoCities Common Stock equal to the directors product of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance shares of Starseed Common Stock that were issuable upon the exercise of the Options; Starseed Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio and rounded down to the nearest whole number of shares of GeoCities Common Stock, (ii) the per share exercise price of the GeoCities Common Stock issuable upon the exercise of such assumed Starseed Stock Option shall be equal to the quotient determined by dividing the exercise price per share of Starseed Common Stock in effect under the Starseed Stock Option immediately prior to the Effective Time and rounded up to the nearest whole cent, and (iii) if there shall be no right to receive any cash payments or other cash consideration upon the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant exercise of the assumed Starseed Stock Option. Any Starseed Stock Options to issued and outstanding at the Employee is subject to the condition Effective Time and held by a person who has not furnished GeoCities with a waiver agreement under this Section 5.12(a) shall terminate at that the Management Plan be approved by the directors of Health Powertime, whether vested or unvested, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan shall not be approved assumed by the stockholders of Health Power at such annual meetingGeoCities, and that if such approval is not received from stockholders, person shall cease to have any rights to purchase either Starseed Common Stock or GeoCities Common Stock under the grant of terminated Starseed Stock Options or the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.

Stock Options. You will be granted an additional 15,000 option shares pending approval of the Board (which approval shall be requested on or promptly following the Commencement Date, but in no event later than the next meeting of the Compensation Committee of the Board of Directors) pursuant to an Option Agreement as defined in the Employer’s 2016 Equity Incentive stock options (the "Options") to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management “Option Plan"”). The Company covenants to Except as otherwise provided in the Employee Option Agreement, the number of Option Shares that are vested (disregarding any resulting fractional share) as of any date shall be determined as follows: (i) the Company no Option Shares will take all actions necessary to present the Management Plan be vested prior to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meetingVesting Commencement Date (it being understood that the Vesting Commencement Date shall be the same as the Commencement Date); (ii) if twenty-five percent (25%) of the Management Plan is approved of by the directors, the Company Option Shares will take all actions necessary to reserve a sufficient number of Shares for issuance be vested and exercisable upon the exercise one (1) year anniversary of the Options; Vesting Commencement Date, and (iii) if the Management Plan is approved remaining Option Shares will vest and become exercisable in a series of by the directorstwelve (12) equal installments occurring every three (3) months following, and measured from, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that one (A1) the grant year anniversary of the Options to Vesting Commencement Date, such that 100% of the Employee Option Shares will be vested and exercisable upon the fourth (4th) anniversary of the Vesting Commencement Date; provided, however, that there has not been a Termination of Service as of each such date. In no event will the Option become exercisable for any additional Option Shares after a Termination of Service. In addition, in the event that, within twelve (12) months following a Change in Control (as defined in the Option Plan), there is an Involuntary Termination of Service (as defined in the Option Plan), then any Option Shares that remain unvested as of such termination date will vest as of such termination date, subject to the condition that the Management Plan be approved by the directors of Health Powerprovisions of, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingas more fully described in, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option AgreementGrant Notice. At future dates after the Commencement Date, at the discretion of the Board, additional option grants may be made. Any undefined terms herein shall be as defined in the Option Plan. All other aspects of these shares will be in accordance with the standard Option Plan.

Stock Options. Incentive On the Effective Date, each then outstanding stock options option to purchase Primary Bank Common Stock (the "Primary Bank Stock Options") pursuant to the employee and director stock option plans identified in Primary Bank Disclosure Schedules to the Reorganization Agreement (collectively, the "Primary Bank Stock Option Plans") (it being understood that the aggregate number of shares of Primary Bank Common Stock subject to purchase up pursuant to 70,000 shares the exercise of common stock, $0.01 par value (the "Shares"such Primary Bank Stock Options is not and shall not be more than 355,523), of Health Power under the proposed Health Powerwhether vested or unvested, Inc. 2000 Management will be assumed by Granite State. Each Primary Bank Stock Option Plan (so assumed by Granite State under this Agreement shall continue to have, and be subject to, the "Management Plan"). The Company covenants same terms and conditions set forth in the Primary Bank Stock Option Plans immediately prior to the Employee as follows: Effective Date, except that (i) the Company will take all actions necessary to present the Management Plan such Primary Bank Stock Options shall be exercisable (when vested) for that number of whole shares of Granite State Common Stock equal to the directors product of Health Power for their approval at their March 2000 quarterly Board the number of Directors meetingshares of Primary Bank Common Stock covered by the Primary Bank Stock Option multiplied by the Exchange Ratio, provided that any fractional share of Granite State Common Stock resulting from such multiplication shall be rounded up to the nearest share; (ii) if the Management Plan is approved exercise price per share of Granite State Common Stock shall be equal to the exercise price per share of Primary Bank Common Stock of such Primary Bank Stock Option, divided by the directorsExchange Ratio, provided that such exercise price shall be rounded down to the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Optionsnearest cent; and (iii) if that the Management Plan holder of all Primary Bank Stock Options whose employment or affiliation is approved terminated as a result of the Merger (except termination of employment for cause) shall have two years from the Closing Date to exercise the Primary Bank Stock Options. It is the intention of the parties that the Primary Bank Options assumed by Granite State qualify following the directorsEffective Date as incentive stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended to the Company will thereafter take all actions extent that the Primary Bank Options qualified as incentive stock options immediately prior to the Effective Date. Promptly following the Effective Date, Granite State shall reserve for issuance such number of shares of Granite State Common Stock as shall be necessary to present the Management Plan be issued pursuant to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant exercise of the Options options assumed by Granite State pursuant to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Powerthis Article 6, and (B) Granite State shall file a registration statement on Form S-8 to register the grant shares of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested Granite State Common Stock issuable in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementconnection therewith.

Stock Options. Incentive stock At or prior to the Effective Time, Buyer and the Company shall take all action necessary to cause the assumption by the Buyer as of the Effective Time of the options to purchase Company Common Stock outstanding as of the Effective Time (the "Company Options"). The Company Options shall be converted without any action on the 10PAGE part of the holders thereof into options (the "Buyer Options") to purchase up to 70,000 shares of the common stockstock of the Buyer, $0.01 .01 par value per share (the "SharesBuyer Common Stock")) as of the Effective Time. Under the Buyer Options, the number of Health Power under the proposed Health Power, Inc. 2000 Management shares of Buyer Common Stock that each record holder of an option agreement which represents a Company Option Plan (the "Management PlanOptionholders") shall be entitled to receive upon the exercise of such Buyer Option shall be a number of whole and fractional shares of Buyer Common Stock determined by multiplying the number of shares of Company Common Stock subject to such Company Option, determined immediately before the Effective Time, by the ratio equal to the Common Stock Consideration divided by $14.75, the closing price of the Buyer's Common Stock as quoted on the American Stock Exchange on the trading day immediately before the date hereof (the "Option Exchange Ratio"). The Company covenants option exercise price of each share of Buyer Common Stock subject to any Buyer Option shall be the amount (rounded up to the Employee nearest whole cent) obtained by dividing the exercise price per share of Company Common Stock at which the assumed Company Option was exercisable immediately before the Effective Time by the Option Exchange Ratio. The assumption and conversion of Company Options to Buyer Options as follows: (i) provided herein shall not give the Company will take all actions necessary to present the Management Plan Optionholders additional benefits which they did not have immediately prior to the directors Effective Time, result in any acceleration of Health Power any vesting schedule for any Company Option, or relieve the Optionholders of any obligations or restrictions applicable to their approval at their March 2000 quarterly Board of Directors meeting; (ii) if options or the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance shares obtainable upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholdersoptions. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition parties intend that the Management Plan be approved by the directors assumption and conversion of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Company Options shall be automatically null treated as an issuance or assumption of stock options in a transaction to which Section 424(a) applies within the meaning of Section 424(a) of the Code (as defined below) and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options this Section 1.12 shall be at an interpreted and applied consistent with such intention. Only whole shares of Buyer Common Stock shall be issued upon exercise price equal to of any Buyer Option and in lieu of receiving any fractional share of Buyer Common Stock, the closing holder of such option shall receive in cash the fair market value of the fractional share, net of the applicable exercise price of the Shares on the last business day immediately preceding the date of the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, fractional share and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing terms. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementapplicable withholding taxes.

Stock Options. Incentive stock options (a) At the Effective Time, each option granted by the Company to purchase shares of Company Common Stock (each a "OptionsCompany Option") which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Company Common Stock and shall be converted automatically into an option to purchase up to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Parent Common Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors of Health Power for their approval at their March 2000 quarterly Board of Directors meeting; (ii) if the Management Plan is approved of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; in an amount and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price determined as provided below (and otherwise subject to the terms of the Company's 1993 Incentive Stock Option Plan and the Company's 1993 Stock Option Plan for Outside Directors (collectively, the "Company Option Plans"), the agreements evidencing grants thereunder and any other agreements between the Company and an optionee regarding Company Options): (1) the number of shares of Parent Common Stock to be subject to the new option shall be equal to the closing market price product of the Shares on number of shares of Company Common Stock subject to the last business day immediately preceding original option and the date Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share; and (2) the exercise price per share of Parent Common Stock under the new option shall be equal to the exercise price per share of Company Common Stock under the original option divided by the Exchange Ratio, provided that such exercise price shall be rounded up to the nearest cent. The adjustment provided herein with respect to any options which are "incentive stock options" (as defined in Section 422 of the 2000 annual meeting. No Options shall vest until December 31Internal Revenue Code of 1986, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement as amended (the "Code")) shall be and is intended to be effected in a manner which is consistent with Section 424(a) of the Code and, to the extent it is not so consistent, such Section 424(a) shall override anything to the contrary contained herein. The duration and other terms of the new option shall be the same as the original option except that all references to the Company shall be deemed to be references to Parent. (b) Prior to the Effective Time, Parent shall reserve for issuance the number of shares of Parent Common Stock Option Agreementnecessary to satisfy Parent's obligations under this Section 1.5. Promptly after the Effective Time (but in no event later than five business days thereafter), Parent shall file with the Securities and Exchange Commission (the "SEC") reflecting a registration statement on an appropriate form under the grant Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Parent Common Stock subject to options to acquire Parent Common Stock issued pursuant to Section 1.5(a) hereof, and shall use its best efforts to maintain the current status of the Options on the foregoing termsprospectus contained therein, as well as comply with applicable state securities or "blue sky" laws, for so long as such options remain outstanding. The grant of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreement.1.6

Stock Options. Incentive stock options (a) At the Effective Time, the Target Stock Option Plans and each outstanding option to purchase shares of Target Common Stock under the Target Stock Option Plans, whether vested or unvested, shall be assumed by Acquiror, and Target Company's repurchase right with respect to any unvested option shares granted under the Target Stock Option Plans shall be assigned to Acquiror. Target has delivered to Acquiror a schedule (the "OptionsOption Schedule") to purchase up to 70,000 that sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Target Stock Option Plans, including the number of shares of common stockTarget Capital Stock subject to each such option, $0.01 par value (the "Shares")exercise or vesting schedule, the exercise price per share and the term of Health Power each such option. On the Closing Date, Target shall deliver to Acquiror an updated Option Schedule current as of such date. Each such option so assumed by Acquiror under this Agreement shall continue to have, and be subject to, the proposed Health Power, Inc. 2000 Management same terms and conditions set forth in the Target Stock Option Plan (the "Management Plan"). The Company covenants Plans immediately prior to the Employee as follows: Effective Time, except that (i) the Company will take all actions necessary to present the Management Plan such option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the directors product of Health Power for their approval at their March 2000 quarterly Board the number of Directors meeting; shares of Target Common Stock that were issuable upon exercise of such option immediately prior to the Effective Time multiplied by the Exchange Ratio, and rounded down to the nearest whole number of shares of Acquiror Common Stock, and (ii) if the Management Plan is approved per share exercise price for the shares of by the directors, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance Acquiror Common Stock issuable upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant of the Options to the Employee is subject to the condition that the Management Plan be approved by the directors of Health Power, and (B) the grant of the Options to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meeting, and that if such approval is not received from stockholders, the grant of the Options assumed option shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholders, then the Options shall be at an exercise price equal to the closing market quotient determined by dividing the exercise price per share of Target Common Stock at which such option was exercisable immediately prior to the Effective Time, by the Exchange Ratio, rounded up to the nearest whole cent. The options so assumed by Acquiror shall qualify following the Effective Time as incentive stock options as defined in Section 422 of the Shares on Code to the last extent such options qualified as incentive stock options prior to the Effective Time. Within ten (10) business day days after the Effective Time, Acquiror will issue to each person who, immediately preceding prior to the date Effective Time was a holder of an outstanding option under the 2000 annual meeting. No Options shall vest until December 31, 2000. On December 31, 2000, and on each December 31 thereafter until December 31, 2004, 14,000 Options shall become fully vested in the name of the Employee. Upon receipt of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Target Stock Option Agreement") reflecting the grant of the Options on Plans, a document in form and substance satisfactory to Target evidencing the foregoing terms. The grant assumption of the Options and the exercise thereof shall be subject to all of the terms and conditions of the Management Plan and the Stock Option Agreementsuch option by Acquiror.

Stock Options. Incentive stock options On or prior to the Closing Date, each holder of Saehan Stock Options shall have entered into an Option Holder Agreement in the form of Exhibit D attached to this Agreement (the "“Option Holder Agreements”) providing for the termination of such holder’s Saehan Stock Options") . Each holder of such terminated Saehan Stock Options shall be entitled to purchase up receive an amount in cash equal to 70,000 shares of common stock, $0.01 par value (the "Shares"), of Health Power under the proposed Health Power, Inc. 2000 Management Stock Option Plan (the "Management Plan"). The Company covenants to the Employee as follows: (i) the Company will take all actions necessary to present the Management Plan to the directors for holders of Health Power for their approval at their March 2000 quarterly Board in-the-money Saehan Stock Options, in lieu of Directors meeting; (ii) if the Management Plan is approved each share of by the directorsSaehan Common Stock that would otherwise have been issuable upon exercise thereof, the Company will take all actions necessary to reserve a sufficient number of Shares for issuance upon the exercise of the Options; and (iii) if the Management Plan is approved of by the directors, the Company will thereafter take all actions necessary to present the Management Plan to the stockholders of Health Power for their approval at Health Power's 2000 annual meeting of stockholders. The Employee acknowledges and understands that (A) the grant weighted average sales price per share for Saehan Common Stock on the OTC Bulletin Board on the Closing Date (or, in the event fewer than 100,000 shares of Saehan Common Stock traded on the Options to OTC Bulletin Board on the Employee is subject to Closing Date, the condition that the Management Plan be approved by the directors of Health PowerPer Share Cash Consideration), and less (B) the grant of the Options exercise price per share with respect to the Employee is further subject to the condition that the Management Plan be approved by the stockholders of Health Power at such annual meetingcorresponding Saehan Stock Option in question, and that if such approval is not received from stockholders(ii) for holders of out-of-the-money Saehan Stock Options, the grant $500 per holder of the Options shall be automatically null and void and without further force or effect If the Management Plan is approved by Health Power's directors and stockholdersout-of-the-money Saehan Stock Options); provided, then the Options shall be however, that, at an exercise price equal to the closing market price of the Shares on the last business day immediately preceding any time between the date of this Agreement and the 2000 annual meeting. No Closing Date, Wilshire in its sole discretion may elect to assume (or substitute a Wilshire stock option or options for) any Saehan Stock Options shall vest until December 31, 2000. On December 31, 2000not currently subject to such Option Holder Agreements in accordance with Sections 8(g) and 16 of the Saehan stock option plans, and the treatment of such options shall, without further action on each December 31 thereafter until December 31the part of any holder or any Party hereto, 2004, 14,000 Options be accordingly changed for purposes of this Section 2.1(c). Any payments pursuant to this Section 2.1(c) shall become fully vested in take place only after the name satisfaction or fulfillment or waiver of the Employee. Upon receipt conditions of stockholder approval of the Management Plan, the Employee and Health Power shall enter into a stock option agreement (the "Stock Option Agreement") reflecting the grant of the Options on the foregoing termsClosing contained in Articles VI. The grant of the Options Surviving Corporation shall collect in cash (and the exercise thereof timely pay) all applicable withholding and payroll taxes with respect to such options and shall be subject to comply with all of the terms and conditions of the Management Plan and the Stock Option Agreementpayroll reporting requirements with respect thereto.