Common use of Treatment of Company Options and Restricted Shares Clause in Contracts

Treatment of Company Options and Restricted Shares. (a) Immediately prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Shares (the “Company Options”) under any stock option plan of the Company, or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (A) the total number of Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company as soon as practicable (but in no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Shares, but shall only entitle such holder to the payment of the Option Consideration.

Treatment of Company Options and Restricted Shares. (a) Immediately prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Shares (together, the “Company Options”) under any stock option plan of the Company, including the Amended and Restated 2005 Incentive Award Plan, or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity Plan”), shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash of an amount equal to the product of (A) the total number of Shares previously subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company Surviving Corporation as soon as practicable (but in no event later than three five (35) business days) following the Effective Time. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof for Sharesthereof, but shall only entitle such holder to the payment of the Option Consideration.

Treatment of Company Options and Restricted Shares. (a) Immediately No later than fifteen (15) days prior to the Effective Time, (i) each outstanding, unvested and unexercised option to purchase Common Shares (the “Company Options”) granted under any stock option plan of the Company, Company Equity Plan or any other plan, agreement or arrangement of the Company or any Company Subsidiary, including any foreign equity plan, agreement or arrangement (collectively, the “Company Equity PlanOptions”), ) shall become immediately vested and exercisable in full, and (ii) with respect to any Company Options that remain outstanding and are unexercised as of immediately prior to the Effective Time, all such Company Options shall be cancelled and, in exchange therefor, each holder of any such cancelled Company Option shall be entitled to receive, in consideration of the cancellation of such Company Option and in settlement thereforthereof, a payment in cash of an amount equal to the product of (A) the total number of Common Shares previously subject to for which such Company Option remains outstanding and unexercised immediately prior to the Effective Time and (B) the excess, if any, of the Merger Common Consideration over the exercise price per Common Share previously subject to such Company Option (such amount being hereinafter referred to as the “Option Consideration”). The Option Consideration shall be paid by the Company Surviving Corporation as soon as practicable (but in no event later than three (3) business days) following the Effective Time. From and after the Effective Time, any each such cancelled Company Option shall no longer be exercisable by the former holder thereof for Sharesthereof, but shall only entitle such holder to the payment of the Option Consideration, if any. Parent shall not assume any Company Options.