Common use of Stock Plans Clause in Contracts

Stock Plans. (a) At the Effective Time, each outstanding Earlychildhood Option under the Earlychildhood Option Plans and each outstanding SmarterKids Stock Option under the SmarterKids Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids Stock Option, the same number of shares of Holdings Common Stock as the holder of such Earlychildhood Option or SmarterKids Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution or the SmarterKids Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded down to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids Common Stock, as the case may be, purchasable pursuant to such Earlychildhood Option or such SmarterKids Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings Common Stock deemed purchasable pursuant to such Earlychildhood Option or SmarterKids Stock Option, as the case may be, in accordance with the foregoing. Prior to the Effective Time, each of Earlychildhood and SmarterKids shall make any such adjustments to the terms of the Earlychildhood Option Plans or SmarterKids Stock Plans as may be necessary to give effect to the provisions of this Section 5.15.

Stock Plans. (a) At the Effective Time, each outstanding Earlychildhood Option option to purchase shares of N2K Common Stock (an "N2K Stock Option") under the Earlychildhood Option N2K Stock Plans and each outstanding SmarterKids option to purchase shares of CDnow Common Stock Option (a "CDnow Stock Option") under the SmarterKids CDnow Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids N2K Stock Option or CDnow Stock Option, as the case may be, the same number of shares of Holdings NewCo Common Stock as the holder of such Earlychildhood N2K Stock Option or SmarterKids CDnow Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution N2K Merger or the SmarterKids CDnow Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded down downward to the nearest whole number), at a price per share (rounded up upward to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids N2K Common Stock or CDnow Common Stock, as the case may be, purchasable pursuant to such Earlychildhood N2K Stock Option or such SmarterKids CDnow Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings NewCo Common Stock deemed purchasable pursuant to such Earlychildhood N2K Stock Option or SmarterKids CDnow Stock Option, as the case may be, in accordance with the foregoing. Prior ; provided, however, that the foregoing adjustment for any N2K Stock -------- ------- Option or CDnow Stock Option which is intended to the Effective Time, each of Earlychildhood and SmarterKids shall make any such adjustments to the terms qualify as an "incentive stock option" (as defined under Section 422 of the Earlychildhood Option Plans or SmarterKids Stock Plans as may Code) shall be necessary to give effect to affected in a manner consistent with Section 424(a) of the provisions of this Section 5.15Code.

Stock Plans. (a) Company has provided Parent with a true and complete list as of March 9, 2000 of all holders of outstanding options under the Company Stock Plans, including the number of shares of Company Common Stock subject to each such option, the exercise or vesting schedule, the exercise price and term of each such option (in each case, without giving effect to the 100% stock dividend being distributed by Company on or about March 13, 2000. On the Closing Date, Company shall deliver to Parent an updated list current as of such Closing Date. At the Effective Time, each outstanding Earlychildhood Option option to purchase shares of Company Common Stock (a "Company Stock Option") -------------------- under the Earlychildhood Option Plans and each outstanding SmarterKids Stock Option under the SmarterKids Company Stock Plans, in each case whether vested or unvested, shall be deemed to assumed and shall constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids Company Stock Option, the same number of shares of Holdings Parent Common Stock as the holder of such Earlychildhood Company Stock Option or SmarterKids Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution or the SmarterKids Merger, respectively, Merger had such holder exercised such option (including any unvested portion thereof) in full (disregarding any limitation on exercisability thereof) immediately prior to the Effective Time (rounded down downward to the nearest whole number), at a price per share (rounded up upward to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids Company Common Stock, as the case may be, Stock purchasable pursuant to such Earlychildhood Option or such SmarterKids Company Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings Parent Common Stock deemed purchasable pursuant to such Earlychildhood Company Stock Option or SmarterKids Stock Option, as the case may be, in accordance with the foregoing. Prior All outstanding rights of Company that it may hold immediately prior to the Effective Time to repurchase unvested shares of Company Common Stock issued or issuable under any of the Company Stock Plans (the "Repurchase Options") shall be ------------------ assigned to Parent and shall thereafter be exercisable by Parent upon the same terms and conditions in effect immediately prior to the Effective Time, each of Earlychildhood and SmarterKids shall make any such adjustments except that the shares purchasable pursuant to the terms of Repurchase Options and the Earlychildhood Option Plans or SmarterKids Stock Plans as may purchase price per shall be necessary adjusted to give effect to reflect the provisions of this Section 5.15Exchange Ratio.

Stock Plans. (a) At the Effective Time, each outstanding Earlychildhood Option The Company has issued options to purchase 884,568 shares of common stock to its employees that were granted under the Earlychildhood Option Plans March 2009 Stock Option, Compensation, and each outstanding SmarterKids Stock Option under the SmarterKids Stock Plans, in each case whether vested or unvested, shall be deemed to constitute Incentive Plan at an exercise price of $1.00. The Company also issued an option to acquirepurchase 17,500 shares of common stock to a consultant at an exercise price of $13.00 per share. In addition, we issued options to purchase 50,000 shares of common stock to our medical advisory board members at an exercise price of $0.60 per share as well as options to purchase 75,000 shares of common stock to outside legal counsel at an exerc8ise price of $1.00. The Company currently has 461,111 shares of common stock available for issuance as grants of stock options or common stock under its 2010 Stock Compensation and Incentive Plan. The Company reserves the rights to any other Excepted Issuances under Section 12(a). Exhibit D Form of Legal Opinion July 15, 2011 TO: The Subscribers identified on Schedule A hereto: We have acted as counsel to Attitude Drinks, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of secured promissory notes in the principal amount of up to $1,000,000 (the "Notes"), and Class A common stock purchase warrants ("Warrants") to the Subscribers identified on Schedule A hereto (each a “Subscriber”), in the case amounts designated thereon, for an aggregate purchase price of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids Stock Option, the same number of shares of Holdings Common Stock as the holder of such Earlychildhood Option or SmarterKids Stock Option, as the case may be, would have been entitled up to receive $1,000,000 pursuant to the Contribution exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscriber entered into at or about the SmarterKids Mergerdate hereof. The Agreement, respectivelyand the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, had we have made such holder exercised such option in full immediately prior examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the Effective Time (rounded down opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the nearest whole number), at a price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares Documents and upon certificates and statements of SmarterKids Common Stock, as the case may be, purchasable pursuant to such Earlychildhood Option or such SmarterKids Stock Option immediately prior to the Effective Time divided by (z) the number certain government officials and of full shares of Holdings Common Stock deemed purchasable pursuant to such Earlychildhood Option or SmarterKids Stock Option, as the case may be, in accordance with the foregoing. Prior to the Effective Time, each of Earlychildhood and SmarterKids shall make any such adjustments to the terms officers of the Earlychildhood Option Plans Company as described below. We have also examined originals or SmarterKids Stock Plans copies of certain corporate documents or records of the Company as may be necessary to give effect to the provisions of this Section 5.15.described below:

Stock Plans. (a) At Premark and Tupperware shall take all action ----------- necessary or appropriate (including obtaining the Effective Timeconsent of the holders of Premark Options and Premark Phantom SARs, if required) so that each Premark Option and Premark Phantom SAR held by a Tupperware Participant that is outstanding Earlychildhood Option under as of the Earlychildhood Option Plans and each outstanding SmarterKids Stock Option under the SmarterKids Stock Plans, in each case whether vested or unvested, Distribution Date shall be deemed to constitute an option to acquirereplaced with a Tupperware Option or a Tupperware Phantom SAR, in as the case of Earlychildhood5 may be, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids Stock Option, the same with respect to a number of shares of Holdings Tupperware Common Stock as equal to the holder number of shares subject to such Earlychildhood Premark Option or SmarterKids Stock OptionPremark Phantom SAR, as the case may be, would have been entitled to receive pursuant to immediately before such replacement, times the Contribution or the SmarterKids MergerRatio, respectivelyand then, had such holder exercised such option in full immediately prior to the Effective Time (if any resultant fractional share of Tupperware Common Stock exists, rounded down [up] [down] to the nearest whole number)share, at and with a per-share exercise price per share (rounded up equal to the nearest whole cent) equal to (y) the aggregate per-share exercise price for the LLC Interests of such Premark Option or shares of SmarterKids Common StockPremark Phantom SAR, as the case may be, purchasable pursuant to immediately before such Earlychildhood replacement, divided by the Ratio. Such Tupperware Option or such SmarterKids Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings Common Stock deemed purchasable pursuant to such Earlychildhood Option or SmarterKids Stock OptionTupperware Phantom SAR, as the case may be, shall otherwise have the same terms and conditions as the corresponding Premark Option or Premark Phantom SAR, as the case may be, except that references to Premark shall be changed to refer to Tupperware. (b) Premark and Tupperware shall take all action necessary (including obtaining the consent of the holders of Premark Restricted Stock, if necessary) so that each award of Premark Restricted Stock held by a Tupperware Participant (including any Tupperware Common Stock issued in accordance the Distribution with respect thereto) that is outstanding as of the foregoing. Prior Distribution Date is converted into an award of a number of shares of Tupperware Restricted Stock such that the sum of such number and the number of shares of Tupperware Common Stock issued in the Distribution with respect to such Premark Restricted Stock equals the number of shares of Premark Restricted Stock comprising such award immediately before the Distribution Date, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the Effective Time, each of Earlychildhood and SmarterKids nearest whole share. Such converted award shall make any such adjustments be subject to the same schedule with respect to the lapse of restrictions and the same risks of forfeiture as the corresponding Premark Restricted Stock immediately before such conversion, and shall otherwise have the same terms and conditions as the corresponding Premark Restricted Stock, except that references to Premark shall be changed to references to Tupperware. (c) (i) Premark and Tupperware shall take all action necessary or appropriate (including obtaining the consent of the Earlychildhood holders of Premark Director Options, if required) so that each Premark Director Option Plans or SmarterKids held by an individual who is a non-employee member of the Board of Directors of both Tupperware and Premark (a "Common Non-Employee Director") and each Premark Director Option held by an individual who is a non-employee member of the Board of Directors of Tupperware but is not a member of the Board of Directors of Premark (a "Tupperware Non-Employee Director") that is outstanding as of the Distribution Date shall be replaced as set forth below. (ii) Each such Premark Director Option held by a Common Non-Employee Director shall be replaced with (i) a Tupperware Director Option and (ii) a new Premark Director Option, in each case as more fully described below. Such Tupperware Director Option shall constitute an option to purchase a number of shares of Tupperware Common Stock Plans as may be necessary equal to give effect one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the provisions nearest whole share, and with a per-share exercise price equal to the per-share exercise price of this such Premark Director Option immediately before such replacement, divided by the Ratio. Such Tupperware Director Option shall otherwise have the same terms and conditions as the Premark Director Option it replaces in part, except that references to Premark shall be changed to refer to Tupperware. Such new Premark Director Option shall constitute an option to purchase a number of shares of Premark Common Stock equal to one-half the number of shares subject to such Premark Director Option immediately before such replacement, times the Premark Ratio, and then, if any resultant fractional share of Premark Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per- share exercise price equal to the per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Premark Ratio. (iii) Each such Premark Director Option held by a Tupperware Non-Employee Director shall be replaced with a Tupperware Director Option to purchase a number of shares of Tupperware Common Stock equal to the number of shares subject to such Premark Director Option immediately before such replacement, times the Ratio, and then, if any resultant fractional share of Tupperware Common Stock exists, rounded [up] [down] to the nearest whole share, and with a per-share exercise price of such Premark Director Option immediately before such replacement, divided by the Ratio. Such Tupperware Director Option shall otherwise have the same terms and conditions as the Premark Director Option it replaces, except that references to Premark shall be changed to refer to Tupperware. 6 (d) Effective as of the Distribution Date, except as specifically set forth in Section 5.15.2.12, Tupperware and the Tupperware Subsidiaries shall assume and be solely responsible for (i) all Liabilities of the Pre-Distribution Group to or with respect to Tupperware Participants arising out of or relating to Premark Options, Premark Phantom SARs and Premark Restricted Stock that are outstanding as of the Distribution Date, and (ii) all Liabilities of the Pre- Distribution Group to or with respect to Common Non-Employee Directors and Tupperware Non-Employee Directors arising out of or relating to Premark Director Options to the extent they are to be replaced by Tupperware Director Options pursuant to Section 2.04(c). Tupperware and the Tupperware Subsidiaries shall be solely responsible for all Liabilities arising out of or relating to Tupperware Options, Tupperware Stock Units, Tupperware Restricted Stock and Tupperware Director Options. Section 2.05

Stock Plans. (a) At the Effective Time, each outstanding Earlychildhood Option option to purchase shares of Doubletree Common Stock (an "Doubletree Stock Option") under the Earlychildhood Option Doubletree Stock Plans and each outstanding SmarterKids option to purchase shares of Promus Common Stock Option (a "Promus Stock Option") under the SmarterKids Promus Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids Doubletree Stock Option or Promus Stock Option, as the case may be, the same number of shares of Holdings Parent Common Stock as the holder of such Earlychildhood Doubletree Stock Option or SmarterKids Promus Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution Doubletree Merger or the SmarterKids Promus Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded down downward to the nearest whole number), at a price per share (rounded up downward to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids Doubletree Common Stock or Promus Common Stock, as the case may be, purchasable pursuant to such Earlychildhood Doubletree Stock Option or such SmarterKids Promus Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings Parent Common Stock deemed purchasable pursuant to such Earlychildhood Doubletree Stock Option or SmarterKids Promus Stock Option, as the case may be, in accordance with the foregoing. Prior to (b) As soon as practicable after the Effective Time, Parent shall deliver to the participants in the Doubletree Stock Plans and the Promus Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to Doubletree Stock Plans or Promus Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.14 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under Doubletree Stock Plans and Promus Stock Plans assumed in accordance with this Section 5.14. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Parent Common Stock subject to such options and shall use its 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. (d) The Board of Directors of each of Earlychildhood Doubletree and SmarterKids shall make any such adjustments Promus shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Earlychildhood Option Plans or SmarterKids Doubletree Stock Plans and the instruments evidencing the Doubletree Stock Options, or the Promus Stock Plans and the instruments evidencing the Promus Stock Options, as the case may be necessary be, to give effect provide for the conversion of the Doubletree Stock Options and the Promus Stock Options into options to acquire Parent Common Stock in accordance with this Section 5.14 without obtaining consent of the holders of the Doubletree Stock Options or Promus Stock Options in connection with such conversion; provided, however, that Promus shall use all reasonable efforts to obtain from each holder of Promus Stock Options a waiver of any right of such holder to receive any cash payment which may become due with respect to any Promus Stock Options that are exercisable immediately prior to the provisions Effective Time as a result of the consummation of the transactions contemplated hereby. (e) The Board of Directors of each of Doubletree and Promus shall, prior to or as of the Effective Time, take appropriate action to approve the deemed cancellation of the Doubletree Stock Options or Promus Stock Options, as the case may be, for purposes of Section 16(b) of the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the Doubletree Stock Options and the Promus Stock Options (as converted pursuant to this Section 5.15.5.14) for purposes of Section 16(b) of the Exchange Act. 35

Stock Plans. (a) At the Effective Time, each outstanding Earlychildhood ValueVision Stock Option under the Earlychildhood Option ValueVision Stock Plans and each outstanding SmarterKids National Media Stock Option under the SmarterKids National Media Stock Plans, in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids ValueVision Stock Option or National Media Stock Option, as the case may be the same number of shares of Holdings Parent Common Stock as the holder of such Earlychildhood ValueVision Stock Option or SmarterKids National Media Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution ValueVision Merger or the SmarterKids National Media Merger, respectively, had such holder exercised such option in full immediately prior to the Effective Time (rounded down downward to the nearest whole number), at a price per share (rounded up downward to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids ValueVision Common Stock or National Media Common Stock, as the case may be, purchasable pursuant to such Earlychildhood ValueVision Stock Option or such SmarterKids National Media Stock Option immediately prior to the Effective Time divided by (z) the number of full shares of Holdings Parent Common Stock deemed purchasable pursuant to such Earlychildhood ValueVision Stock Option or SmarterKids National Media Stock Option, as the case may be, in accordance with the foregoing. Prior to (b) As soon as practicable after the Effective Time, Parent shall deliver to the participants in the ValueVision Stock Plans and the National Media Stock Plans appropriate notice setting forth such participants' rights pursuant thereto and the grants pursuant to ValueVision Stock Plans or National Media Stock Plans, as the case may be, shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 5.13 after giving effect to the Mergers). (c) Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery under ValueVision Stock Plans and National Media Stock Plans assumed in accordance with this Section 5.13. As soon as practicable after the Effective Time, Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms), or another appropriate form with respect to the shares of Parent 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. (d) The Board of Directors of each of Earlychildhood ValueVision and SmarterKids shall make any such adjustments National Media shall, prior to or as of the Effective Time, take all necessary actions, pursuant to and in accordance with the terms of the Earlychildhood Option Plans or SmarterKids ValueVision Stock Plans and the instruments evidencing the ValueVision Stock Options, or the National Media Stock Plans and the instruments evidencing the National Media Stock Options, as the case may be necessary be, to give effect provide for the conversion of the ValueVision Stock Options and the National Media Stock Options into options to the provisions of acquire Parent Common Stock in accordance with this Section 5.155.13, and that no consent of the holders of the ValueVision Stock Options or National Media Stock Options is required in connection with such conversion. (e) The Board of Directors of each of ValueVision and National Media shall, prior to or as of the Effective Time, take appropriate action to approve the deemed disposition of the ValueVision Stock Options or National Media Stock Options, as the case may be, for purposes of excepting such disposition under Rule 16b-3(e) promulgated under the Exchange Act. The Board of Directors of Parent shall, prior to or as of the Effective Time, take appropriate action to approve the deemed grant of options to purchase Parent Common Stock under the ValueVision Stock Options and the National Media Stock Options (as converted pursuant to this Section 5.13) for purposes of excepting such grant under Rule 16b-3(d) promulgated under the Exchange Act. A-31 39 (f) At the Effective Time, the Parent shall adopt the stock plan (the "Parent Stock Plan") substantially in the form attached hereto as Exhibit O. SECTION 5.14.

Stock Plans. (ai) At the Effective TimeTime of the Merger, (w) each outstanding Earlychildhood Option under the Earlychildhood Option Plans and each outstanding SmarterKids option to purchase ISE, Inc. Class A Common Stock (an “ISE Stock Option”) granted pursuant to ISE, Inc.’s 2002 Stock Option under Plan, the SmarterKids Omnibus Stock Plan or otherwise (together, the “ISE Stock Plans”), in each case whether vested or unvested, shall be deemed to constitute an option to acquire, in the case of Earlychildhood, on substantially the same terms and conditions as were applicable under such Earlychildhood Option and, in the case of SmarterKids, on the same terms and conditions as were applicable under such SmarterKids ISE Stock Option, the same number of shares of Holdings Holdco Common Stock as the holder of such Earlychildhood ISE Stock Option or SmarterKids Stock Option, as the case may be, would have been entitled to receive pursuant to the Contribution or the SmarterKids Merger, respectively, Merger had such holder exercised such option in full immediately prior to the Effective Time (rounded down to of the nearest whole number)Merger, at a the same price per share (rounded up to the nearest whole cent) equal to (y) the aggregate exercise price for the LLC Interests or shares of SmarterKids Common Stock, as the case may be, purchasable pursuant to such Earlychildhood Option or such SmarterKids Stock Option was in place immediately prior to the Effective Time divided by Time, (x) each outstanding share of ISE, Inc. Class A Common Stock (“Restricted Stock”) issued as Restricted Stock pursuant to the ISE Stock Plans and converted into Holdco Common Stock in the Merger shall continue to constitute restricted stock subject to the same terms and conditions as applicable under the award of such Restricted Stock, (y) any other awards or grants of securities outstanding under the ISE Stock Plans shall be deemed to constitute awards or grants of Holdco securities comparable to such ISE, Inc. securities and having the same terms and conditions as applicable to them under such awards or grants and (z) all employment agreements of ISE, Inc. containing equity compensation elements shall be assumed by Holdco and the number of full shares of Holdings Common Stock deemed purchasable pursuant equity compensation elements therein shall relate to such Earlychildhood Option or SmarterKids Stock Option, as the case may be, in accordance with the foregoing. Prior Holdco securities comparable to the Effective TimeISE, each of Earlychildhood and SmarterKids shall make any such adjustments to the terms of the Earlychildhood Option Plans or SmarterKids Stock Plans as may be necessary to give effect to the provisions of this Section 5.15Inc. securities provided for therein.