Common use of Treatment of Options Clause in Contracts

Treatment of Options. (a) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.

Treatment of Options. (ai) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately Immediately prior to the Effective Time Time, each outstanding and unexercised option to purchase Shares (each, a “Company Option”) that is vested and was granted under any stock option plan of the Company or any other equity plan or other Contract (collectively, the “Company Stock Option Plans”), shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive from the Company, in consideration of the cancellation of such Company Option and in settlement therefor, a payment in cash (subject to all applicable withholding or other Taxes required by applicable Law) of an amount equal to the product of (i) the total number of vested Shares subject to such Company Option immediately prior to such cancellation and (ii) the excess, if any, of the Merger Consideration over the exercise price per Share subject to such Company Option immediately prior to such cancellation (utilizing such amounts payable hereunder being referred to as the Exchange Ratio as set forth in Section 2.01 “Option Payments”), with the understanding that, for purposes of this Agreement)clause, at a price if there are different exercise prices for different Company Options held by the same holder, separate calculations shall be made for each exercise price. Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of would have been issuable upon exercise of such option Company Option is greater than the Offer Price, the Company Option shall be determined in order terminated and cancelled at the Effective Time and no Option Payment shall be made. From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to comply with Section 424(a) the payment of the CodeOption Payment, if any. If The Option Payments shall be paid by Parent or the relevant Surviving Corporation as soon as practicable following the Effective Time, without interest. Each Company Stock Option that is not exercised unvested immediately prior to the Maturity Date Effective Time (as defined after giving effect to any accelerated vesting that occurs in Exhibit A)connection with the Offer or the Merger, including, without limitation, any CVPs due accelerated vesting that occurs pursuant thereto to Section 2.4(a)(iii)) and is held by an individual who, after the Effective Time, is not an “employee” of Parent or an affiliate of Parent within the meaning of General Instruction A(1)(a)(1) of Form S-8, shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part be cancelled as of immediately prior to the Maturity Date (as defined in Exhibit A), upon the sale Effective Time without payment of any shares of Parent Common Stock received upon Merger Consideration or other amount with respect thereto or in settlement therefor, and the exercise of the relevant Company Stock Option, the CVPs due pursuant shall take all necessary action to provide for such shares sold shall terminate cancellation and become null and voidtreatment.

Treatment of Options. As of the Effective Time, each option to purchase shares of Company Common Stock granted pursuant to a Company Equity Plan or otherwise (aeach, a “Company Option”) At that is outstanding immediately prior to the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested) shall, shall without any further action on the part of any holder thereof, be deemed to constitute assumed and converted into an option to acquirepurchase from Parent, on the same terms and conditions as were applicable under to such Company Stock Option, those that number of shares of common stock of Parent, par value $0.01 (the “Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant Stock”) (rounded down to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share nearest whole share) equal to (yx) the aggregate exercise price for product of (A) the number of shares of Company Common Stock purchasable pursuant subject to such Company Stock Option divided and (B) the quotient obtained by dividing (i) the Merger Consideration by (zii) the number of full shares of Parent Measurement Price (such quotient, the “Exchange Ratio”), at an exercise price per Parent Common Stock deemed purchasable pursuant (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Company Common Stock subject to such Company Stock Option by (ii) the Exchange Ratio (each, as so adjusted, a "“Converted Parent Option"”); provided, however, that in the case of any option Company Options to which Section 421 of the Code applies as of the Effective Time by reason of its qualification under Section 422 of the Code ("incentive stock options")Code, the option exercise price, the number of shares of Parent Common Stock purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in order to comply a manner consistent with the requirements of Section 424(a) of the Code. If All rounding described in this Section 2.3(a) shall be done on an aggregate basis. The Converted Parent Options shall have the relevant same vesting schedule (including any acceleration of vesting as provided in the Company Stock Option is Equity Plans or an applicable award agreement) as the Company Options and otherwise shall have the same terms and conditions as were applicable to such Company Options; provided, that Parent shall convert Company Options into Converted Parent Options in a manner that would not exercised prior cause the Converted Parent Options to be treated as the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale grant of any shares a new stock right for purposes of Parent Common Stock received upon the exercise Section 409A of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and voidCode.

Treatment of Options. (a) At Prior to the Merger Effective Time Time, Xxxxxx and Merger Sub shall take all such actions as may be necessary to cause each unexpired and unexercised option, whether or not vested or exercisable, under stock option plans of the Merger, each outstanding option Xxxxxx with respect to purchase Company Xxxxxx Common Stock (a each, an "Company Stock Option") issued pursuant to be automatically converted at the Company's Non-Employee Directors' Stock Option Plan Merger Effective Time into an option (the an "Director PlanExchange Option") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquirepurchase, on the same terms and conditions as were applicable under to each such Company Stock Option, those shares Option immediately before the Merger Effective Time (except for any changes in vesting rights or acceleration of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive exercise rights pursuant to the Merger if such holder had exercised such terms of the stock option plans and related agreements in full existence as of the date of this Agreement, that result from the occurrence of the Transactions), (i) that number of shares of Surviving Corporation Common Stock equal to the number of shares of Xxxxxx Common Stock issuable immediately prior to the Merger Effective Time upon exercise of the Merger Option and (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), ii) at a price per share equal to (y) the aggregate exercise price for which existed under the shares of Company Common Stock purchasable pursuant corresponding Option immediately prior to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option")Merger Effective Time; provided, however, that in the case of any option Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options")Code, the option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option conversion formula shall be determined in order adjusted, if necessary, to comply with Section 424(a) of the Code. If In connection with the relevant Company issuance of Exchange Options, the Surviving Corporation shall (a) reserve for issuance the number of shares of Surviving Corporation Common Stock Option is not exercised prior that will become subject to Exchange Options pursuant to this Section 1.9 and (b) from and after the Merger Effective Time, upon exercise of Exchange Options, make available for issuance all shares of Surviving Corporation Common Stock covered thereby, subject to the Maturity Date terms and conditions applicable thereto. Prior to the Merger Effective Time, the Board of Directors of Xxxxxx, or an appropriate committee of non-employee directors thereof, as applicable, shall adopt resolutions consistent with the interpretive guidance of the U.S. Securities and Exchange Commission (the "SEC") and any other applicable securities regulatory authorities so that the disposition of the Options and the acquisition of the Exchange Options, any shares of Surviving Corporation Common Stock or any other equity securities or derivative securities of the Surviving Corporation pursuant to this Agreement by any officer or director of Xxxxxx who may become a covered person of the Surviving Corporation for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), shall be exempt for purposes of Section 16 of the Exchange Act. Restricted stock units with respect to Xxxxxx Common Stock and other incentive compensation awards (including awards under the LTAP (as defined in Exhibit Athe Stock Purchase Agreement)) payable in, any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercisedor determined by reference to, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Xxxxxx Common Stock received upon the exercise will be converted into an equal number of the relevant Company Stock Option, the CVPs due pursuant restricted stock units (or incentive compensation awards) with respect to such shares sold shall terminate and become null and voidSurviving Corporation Common Stock.

Treatment of Options. (a) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant Immediately prior to the Company's Non-Employee Directors' Stock Closing, the US Company shall take all actions necessary so that each Option Plan then outstanding shall, contingent upon the Closing, become fully vested and exercisable (the "Director Plan"whether or not currently exercisable) or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time Closing, each Option not theretofore exercised shall, contingent upon the Closing, be cancelled for the consideration set forth in this Section 1.2 (the “Option Cancellation”). In exchange for the Option Cancellation, each Optionholder will receive, subject to any applicable withholding obligation, a portion of the Merger (utilizing Closing Payment, the Exchange Ratio Escrow Amount and the Stockholders’ Agent Expense Fund Amount allocated to such Optionholder in accordance with such Optionholder’s Pro Rata Basis as set forth in Section 2.01 of this Agreementopposite such Optionholder’s name on Schedule 1.2 (the “Selling Parties Allocation Schedule”), at a price per share equal to (y) minus the aggregate exercise price for the shares applicable Exercise Price of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"the net of which is referred to as such Optionholder’s “Option Consideration”); provided. For the avoidance of doubt, however, that in the case Exercise Price of any option to which Section 421 such Option shall first be deducted from such Optionholder’s allocation of the Code applies by reason of its qualification under Section 422 Closing Payment (such net amount, such Optionholder’s “Closing Option Consideration”), and if such amount is insufficient, then from their share of the Code ("incentive stock options"), Stockholders’ Agent Expense Fund Amount and finally from their allocation of the option price, Escrow Amount and the number remaining portion of shares of Parent Common Stock purchasable pursuant the Escrow Amount and Stockholders’ Agent Expense Fund Amount shall be distributed to such option and the Optionholders in accordance with the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. If the relevant Company Stock Option is not exercised prior subject to the Maturity Date conditions set forth in the Escrow Agreement (as defined below) and in Exhibit ASection 10.1(c), respectively. In exchange for receipt of such Option Consideration, all obligations of the Acquired Companies and the Selling Stockholders hereunder and under the cancelled Options and any CVPs due pursuant thereto other similar stock option or other equity compensation arrangements between the Optionholders and the Acquired Companies shall be forever extinguished and the Optionholders shall have no further rights under such cancelled Options or any other stock option or equity compensation awards whatsoever. Further, by executing this Agreement, each Optionholder hereby: (a) unconditionally releases, remises and discharges the Acquired Companies, the Selling Stockholders, the Purchaser and their respective Subsidiaries and Affiliates, together with their respective directors, officers and employees, from any known and unknown claims with respect to the cancelled Options and any other equity compensation awards including any Tax or other liabilities relating to the cancelled Options and (b) other than the Option Consideration, waives any and all rights to, or claims for, any form of compensation in connection with the cancelled Options as well as any rights to purchase shares of the Acquired Companies’ Common Stock prior to or in connection with the consummation of the Transactions. Prior to the Closing, the board of directors of the US Company (or, if appropriate, any committee thereof) shall take all such actions, if any, as may be necessary to terminate the Options and become null and void. If the relevant Company Stock Option is exercisedany rights with respect thereto, in whole each case, in accordance with this Section 1.2, and any other plan, program, arrangement or in part prior to agreement providing for the Maturity Date (as defined in Exhibit A), upon the sale issuance or grant of any shares of Parent Common Stock received upon the exercise other interest in respect of the relevant Company Stock Option, capital stock of the CVPs due pursuant to such shares sold shall terminate and become null and voidUS Company.

Treatment of Options. (a) At As of the Effective Time of the MergerTime, each outstanding option to purchase Shares (the “Company Common Stock (a "Company Stock Option") issued pursuant to Options”), under any stock option plan of the Company's Non-Employee Directors' Stock Option Plan (, including the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Micronetics 2006 Equity Incentive Plan, as amended, and any other plan, agreement or arrangement of the "Company Stock or any Company Subsidiary described in Section 2.4 of the Company Disclosure Letter (collectively, the “Company Equity Plans"”), whether which is vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time (each, a “Vested Option”) shall be cancelled and, in exchange therefor, each former holder of any such cancelled Vested Option shall be entitled to receive, in consideration of the Merger cancellation of such Vested Option and in settlement therefor, a payment in cash (utilizing subject to any withholding in accordance with Section 2.2(e)) of an amount equal to the Exchange Ratio as set forth in Section 2.01 product of this Agreement)(i) the total number of Shares previously subject to such Vested Option and (ii) the excess, at a if any, of the Per Share Amount over the exercise price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant Share previously subject to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Vested Option (a "Converted such amounts payable hereunder, the “Option Payments”). From and after the Effective Time, any such cancelled Vested Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment. Effective as of the Effective Time, Parent shall assume the Company Equity Plans and each Company Option"), which is unvested immediately prior to the Effective Time (each, an “Assumed Company Option”) together with the option agreements representing each such Assumed Company Option; provided, howeverhowever that the Parent shall not assume the Micronetics 2003 Equity Incentive Plan, that in as amended or any Company Options issued thereunder. Each Assumed Company Option shall thereafter be exercisable for such number of shares of Parent’s common stock, par value $.01 per share (the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, “Parent Common Stock”) as equals the number of shares of Parent Common Stock purchasable pursuant subject to such Assumed Company Option multiplied by the Option Exchange Ratio (rounded down to the nearest whole number). The exercise price per share of each such Assumed Company Option shall be equal to the exercise price per share set forth in the option agreement for such Assumed Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). The Company and the administrator of the Company Equity Plans shall each provide reasonable cooperation to the Parent in connection with its assumption of the Company Equity Plans and Assumed Company Options on the terms and conditions set forth in this Section 2.4 including providing necessary information and any notices to employees. For the avoidance of exercise of such option doubt, the foregoing adjustments shall be determined effected in order to comply a manner consistent with Section 424(a) of the Code. If “Option Exchange Ratio” means the relevant Company Stock Option is not exercised prior to quotient obtained by dividing (i) the Maturity Date Per Share Amount by (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If ii) the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale average closing price of any shares a share of Parent Common Stock received upon as reported on the Nasdaq Global Select Market during the 20 trading-day period ending on the second to last Nasdaq trading day immediately prior to the Closing Date. Attached as Exhibit E is a model calculation for the Option Exchange Ratio and the number and exercise of price for the relevant Assumed Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and voidOptions.

Treatment of Options. (a) At the Effective Time of the MergerTime, each outstanding unexpired and unexercised option to purchase Common Shares (the “Company Common Stock (a "Company Stock Option") issued pursuant to Options”), under any stock option plan of the Company's , including the Amended and Restated 1998 Incentive and Non-Employee Directors' Qualified Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "2009 Stock Incentive Plan and any other similar plan, agreement or arrangement (the “Company Stock Option Plans"”), whether vested or unvestednot then exercisable or vested, shall be deemed to constitute an option to acquire, fully vested and automatically (and without any action on the same terms and conditions as were applicable under such Company Stock Option, those shares part of Parent Common Stock and CVPs which the holder thereof) be cancelled, cease to exist and no longer be exercisable or outstanding, and in exchange therefor, each such cancelled Company Option shall be converted into a vested right (the “Right”) entitling the holder thereof to receive from the Surviving Corporation on the date of the first regularly-scheduled payroll run following the Effective Time, but in any event no later than seven (7) calendar days after the Effective Time, (and through the Surviving Corporation’s payroll system with respect to Company Options issued in respect of a grantee’s employment), in consideration of the cancellation of such Company Stock Option would have been entitled and in settlement therefor, a payment in cash (subject to receive pursuant any applicable withholding or other Taxes required by applicable Law to be withheld in accordance with Section 2.2(e) (“Withholding Rights”)) of an amount equal to the Merger if product of (x) the total number of Common Shares subject to such holder had exercised such option in full Company Option as of immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to and (y) the aggregate excess, if any, of the Common Share Merger Consideration over the exercise price for the shares of Company per Common Stock purchasable pursuant Share subject to such Company Stock Option divided by (z) as of immediately prior to the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option")Effective Time; provided, however, that in if the case exercise price per Common Share of any option such Company Option is equal to which Section 421 of or greater than the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options")Common Share Merger Consideration, the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior shall be cancelled without any cash payment being made in respect thereof (collectively, the “Stock Option Payment”). Prior to the Maturity Date Effective Time, the Company shall take all actions reasonably necessary (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If including amending the relevant Company Company’s Stock Option is exercised, in whole or in part prior Plans) to effectuate the provisions of this Section 2.3 to the Maturity Date (as defined in Exhibit A), upon extent permitted by the sale terms of the Company’s Stock Option Plans and any agreements governing the terms of any shares Company Option. Parent shall at all times from and after the Effective Time cause the Surviving Corporation to have (and the Surviving Corporation shall maintain) sufficient liquid funds to satisfy the Surviving Corporation’s obligations to the holders of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due Options pursuant to such shares sold shall terminate and become null and voidthis Section 2.3.

Treatment of Options. (ai) At the Effective Time Time, the Company shall, if necessary, have amended each of the Merger, employee stock option plans set forth in Section 2.01(d) of the Company Disclosure Letter (the "Company Option Plans") to provide that each outstanding option of the options to purchase one share of Company Common Stock outstanding thereunder at the Effective Time (a an "Company Stock Employee Option") issued pursuant shall be made applicable to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those purchase of a number of shares of Parent Common Stock and CVPs which as provided in this Section 2.01(d). Parent shall take such action as shall be necessary so that, as of the Effective Time, each holder of an Employee Option (an "Optionee") shall have such Company Optionee's Employee Options apply to that number of shares of Parent Common Stock Option would have been entitled to receive pursuant (adjusted to the Merger if nearest whole share) equal to the product of (i) the number of shares of Company Common Stock subject to such holder had exercised such option in full Optionee's Employee Options immediately prior to the Effective Time of the Merger and (utilizing ii) the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a Ratio. The exercise price per share for each Optionee's Employee Options (adjusted to the nearest cent) assumed will equal to (y) the aggregate old exercise price for the shares per share of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option")Exchange Ratio; provided, however, that in the case of any option Employee Option to which Section 421 of the Code applies continues to apply by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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 CodeCode and the regulations promulgated thereunder. If Without limiting the relevant Company Stock foregoing, the duration and other terms of each assumed or replaced Employee Option is not exercised prior immediately after the Effective Time (unless otherwise agreed in writing by the Optionee with respect to a particular Employee Option) shall be the same as the corresponding Employee Options that were in effect immediately before the Effective Time, except that (x) as of the Closing Date, all Employee Options shall become vested and immediately exercisable and (y) references to the Maturity Date Company and Company Common Stock in the Company Option Plans (and the corresponding references in each option agreement documenting each such Employee Option) shall, as defined in Exhibit A)appropriate, any CVPs due pursuant thereto shall terminate be deemed to be references to Parent and become null and void. If Parent Common Stock; provided, however, that the relevant Company Stock Option is exercised, in whole or in part prior exercise price with respect to the Maturity Date (as defined in Exhibit A), upon the sale of any shares each share of Parent Common Stock received upon shall not be less than the exercise par value of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void$.001 thereof.

Treatment of Options. (a) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock OptionCOMPANY STOCK OPTION") issued pursuant to the Company's 1991 Equity Incentive Plan, as amended, 1991 Directors' Plan, as amended, 1994 Director Restricted Plan, as amended, 1997 Non-Qualified Employee Directors' Stock Option Plan, as amended, 2001 Directors Stock Option Plan (the "Director Plan") or the Company's and Non-Statutory Stock Option Agreement by and Restricted Stock Purchase Plan between Xxxxxx X. Xxxxxxxxx and the Company dated April 24, 2000 (the "Option Plan" and, collectively with the Director Plancollectively, the "Company Stock PlansCOMPANY STOCK PLANS"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those the same number of shares of Parent Common Stock and CVPs which as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if had such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement)Merger, at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); providedPROVIDED, howeverHOWEVER, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock optionsINCENTIVE STOCK OPTIONS"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.

Treatment of Options. The Employee Optionsholder acknowledges and agrees that (ai) At the Effective Time of Company adopted the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's Non-Mobitech Employee Directors' Stock Option Plan 2022 (“ESOP Plan”) on or about 7 February 2022; (ii) on February 2022 the "Director Company addressed a grant letter to the Employee Optionholder (“Grant Letter”), pursuant to which the Employee Optionholder was granted options at an exercise price of 1000 AED (“Granted Options”) under the ESOP Plan"; (iii) or the Company's Stock Option and Restricted Stock Purchase Plan Grant Letter sets out the details of the Granted Options; (iv) other than the "Option Plan" and, collectively with the Director PlanGranted Options, the "Employee Optionholder does not hold any subscriptions, options, warrants or other equity appreciation, phantom equity, profit participation or similar rights or securities (including debt securities) convertible into or exchangeable or exercisable for equity securities or other interests in the Company Stock Plans"or its subsidiaries, or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of law), plans or other agreements of any character providing for the issuance to the Employee Optionholder of additional equity interests, the sale of treasury interests or other equity interests, or for the repurchase or redemption of equity securities or other interests of the Company or its subsidiaries held by the Employee Optionholder and (v) notwithstanding the arrangements contemplated under the Grant Letter to the contrary, at the Effective Time, subject to the Employee Optionholder’s continued employment through the Effective Time, the Granted Options, whether vested or unvested, shall, automatically and without any required action on the part of the Employee Optionholder, be cancelled in consideration for the right of the Employee Optionholder to receive (i) the Employee Optionholder’s “Pro Rata Share” (as defined in the BCA) of the “Closing Payment” (as defined in the BCA) (in excess of 4.166% of the exercise price of the Granted Option) by wire transfer of immediately available funds in accordance with written instructions that the Member Representative (as defined in the BCA) shall have provided to FEDC, and (ii) the Employee Optionholder’s “Pro Rata Share” of the “Equity Consideration” (as defined in the BCA) (with a fair market value in excess of 95.834% of the exercise price of the Granted Option). The Granted Options shall be deemed to constitute an option to acquire, on forfeited in the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which event the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately Employee Optionholder’s employment terminates prior to the Effective Time of Time. In consideration for completing the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options")foregoing transactions, the option priceEmployee Optionholder irrevocably and unconditionally releases and discharges the Company, FEDC and all of their affiliates from all obligations, covenants and undertakings arising under or in connection with the Granted Options, the number Grant Letter and any other ancillary documents, letters or agreements thereto, and waives any and all rights or claims the Employee Optionholder has or may have under or in connection with the Granted Options, the Grant Letter and any other ancillary documents, letters or agreements thereto, whether such obligations, covenants, undertakings, rights or claims arise, accrue and/or are in respect of shares events occurring, before, upon or after termination. The Employee Optionholder agrees that the Employee Optionholder shall not bring, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted any claim, action, suit or other proceedings against the Company, FEDC or any of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior their affiliates relating to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If Granted Options whether under the relevant Company Stock Option is exercisedGrant Letter or otherwise, in whole or in part prior any jurisdiction, other than with respect to the Maturity Date (Employee Optionholder’s right to receive the Pro Rata Share of Closing Payment and Equity Consideration as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and voiddescribed above.

Treatment of Options. Immediately prior to the Closing, the Sellers shall cause the Company to take all actions necessary so all Options then outstanding shall become fully vested and exercisable (awhether or not currently exercisable) At and, immediately prior to the Effective Time Closing, each Option not theretofore exercised shall be cancelled without any future liability to the Buyer, the Company or any other Person after the Closing, in exchange for the right to receive the payment described in the following sentence (such payments in the aggregate, the “Aggregate Option Consideration”). The Company shall cause each Optionholder exercising any Options prior to the Closing to agree in writing to become a party to this Agreement as a Seller and to be bound by, and subject to, all of the Mergercovenants, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to terms and conditions of this Agreement that are binding upon the Company's Non-Employee Directors' Stock Option Plan (Sellers and the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, Annexes attached hereto shall be deemed to constitute have been updated without any further action of the parties hereto to reflect that each such Optionholder has become a Seller. Subject to the other provisions of this Section 2.4, each holder of an option Option that is cancelled pursuant to acquirethis Section 2.4 shall, on the same terms and conditions as were applicable under in respect of each such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been be entitled to receive pursuant a cash payment in an amount equal to the Merger product of (I) the excess, if such holder had exercised such option in full immediately prior to any, of (i) the Effective Time of quotient obtained by dividing (A) the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) Estimated Purchase Price plus the aggregate exercise price for of all Options outstanding as of the shares time of Company Common Stock purchasable pursuant to such Company Stock Option divided cancellation by (zB) the sum of the total number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 Shares outstanding as of the Code applies by reason of its qualification under Section 422 of Closing (after giving effect to the Code ("incentive stock options"), the option price, Option Cancellation) and the number of shares of Parent Common Stock purchasable subject to all Options outstanding at the time of cancellation over (ii) the applicable Exercise Price of each Option, multiplied by (II) the number of shares of Common Stock underlying such Options. The Company shall be entitled to, and the Buyer will cause the Company at the Closing to, deduct and withhold from the amounts otherwise payable pursuant to this Section 2.4 to any Optionholder such option amounts (the “Withholding Amounts”) as the Company is required to deduct and the terms and conditions of exercise of such option shall be determined withhold in order to comply connection with Section 424(a) of the Code. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Optionunderlying Option or with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law and to properly remit such amount to the appropriate Tax authority. To the extent that Withholding Amounts are so deducted and withheld by the Company, such Withholding Amounts shall be treated for all purposes of this Agreement and shall be included in the Aggregate Option Consideration as having been paid to the Optionholder in respect of which such deduction and withholding were made by the Company. To the extent permissible by applicable law, the CVPs due pursuant Sellers and the Buyer shall treat, and cause their Affiliates to treat, the U.S. federal and state income tax deductions resulting from the payment obligations of the Company in cancellation of the Options described in this Section 2.4, the U.S. federal and state income tax deductions resulting from the accrual or payment of any Indebtedness, “change in control” and “stay bonus” or similar payments as deductible in the Pre-Closing Date Taxable Period, and, in the case of a Straddle Period, as allocable for the purposes of this Agreement to the Pre-Closing Date Taxable Period included in such shares sold Straddle Period, and shall terminate not take any position inconsistent therewith. For the avoidance of doubt, the Sellers and become null the Buyer shall not treat, and voidshall cause their Affiliates not to treat, the “next day” rule of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or any similar provision of state or local Tax Law as applying to the deductions described in the previous sentence, and no elections that would result in the ratable allocation of such deductions shall be made under Treasury Regulation Section 1.1502-76(b)(2) or any similar provision of state or local Tax Law.

Treatment of Options. (a) At Prior to the Effective Time Time, the Board of Directors of the MergerCompany (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase Company Common Stock (a each, an "Company Stock Option") issued pursuant to heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock Option Plan Plan, as amended (the "Director 1997 Directors Plan"), the Company's 1992 Non-Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the "1988 Option Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plancollectively, the "Company Stock Option Plans"), whether or not then vested or unvestedexercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be deemed entitled to constitute an option receive a payment in cash as provided in Section 5.8 hereof, if any (subject to acquireany applicable withholding taxes, on the same terms and conditions as were applicable under such Company Stock Option"Cash Payment"), those it being understood that a portion of the Options held by members of the Rollover Group will be cancelled in 11 exchange for substitute options to purchase shares of Parent Common Stock and CVPs which capital stock of the holder of such Surviving Corporation, as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger Plans (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case and any feature of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date other Benefit Plan (as defined in Exhibit ASection 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, after the date of the Original Agreement, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the Company or, except as otherwise provided in this Section 1.11 or in Section 5.8 (or in connection with the Securities Purchase Agreement), to receive any CVPs due pursuant thereto shall terminate and become null and void. If payment in respect thereof and, except as otherwise provided above, to cause such Options to be cancelled or cause the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise holders of the relevant Company Stock Option, the CVPs due pursuant Options to agree to such shares sold shall terminate and become null and voidcancellation thereof as provided herein.

Treatment of Options. (a) At the Effective Time As of the MergerAcceptance Time, each Company Option that is outstanding option and unexercised immediately prior to purchase the Acceptance Time (whether vested or unvested), shall vest in full and become fully exercisable. The board of directors of the Company Common Stock (a "or, if appropriate, any committee thereof) has taken or will take all actions that are commercially reasonable to provide that, upon the Acceptance Time, the Company Stock Options shall be canceled by virtue of the completion of the Offer and without any action on the part of any holder of any Company Option") issued , in consideration for the right at the Acceptance Time to receive, as promptly as reasonably practicable following the Acceptance Time (except with respect to the Company Options granted pursuant to the Company's Non-Employee Directors' ’s 2004 Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, which shall be paid at the "Company Stock Plans"time described in the last sentence of this Section 3.3(a)), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant a cash payment with respect thereto equal to the Merger if such holder had exercised such option in full immediately prior to the Effective Time product of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (yA) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable previously subject to such Company Option and (B) the excess, if any, of the Offer Price over the exercise price per share of Common Stock previously subject to such Company Option, less any required withholding Taxes (the “Option Cash Payment” and the sum of all such payments, the “Total Option Cash Payments”). As of the Acceptance Time, all Company Options shall no longer be exercisable or outstanding and shall automatically cease to exist, and each holder of a Company Option shall cease to have any rights with respect thereto, except the right to receive the Option Cash Payment (plus, with respect to the Company Options granted pursuant to such option the Company’s 2004 Stock Option Plan, accrued interest as required by the last sentence of this Section 3.3(a)), and the terms Company has taken or will take all action necessary to ensure that former holders of Company Options will have no rights from and conditions of exercise of such option shall be determined after the Acceptance Time other than the right to receive the Option Cash Payment from the Surviving Corporation in order to comply accordance with this Section 424(a) of the Code3.3(a). If the relevant exercise price per share of Common Stock with respect to any Company Stock Option is not exercised prior equal to or greater than the Maturity Date (as defined in Exhibit A)Offer Price, any CVPs due pursuant thereto such Company Option shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A)be, upon the sale Acceptance Time, canceled pursuant to this Section 3.3(a) without consideration. Prior to the Acceptance Time, the Company shall take the actions necessary to effectuate this Section 3.3(a), including providing holders of Company Options with notice of their rights with respect to any shares such Company Options as provided herein. On the tenth calendar day following the Acceptance Time (or, if such day is not a Business Day, then on the first Business Day immediately following such tenth day), the Company shall mail (or make available for collection by hand) to each holder of Parent Common Company Options that were granted pursuant to the Company’s 2004 Stock received upon the exercise Option Plan a check in an amount due and payable to such holder pursuant to this Section 3.3(a) in respect of the relevant such Company Stock Option, plus an amount equal to the CVPs due pursuant interest that has accrued thereon between the Acceptance Time and the date on which the payment is made to such shares sold shall terminate and become null and voidholder in accordance with this sentence, assuming a 6% per annum rate of interest.

Treatment of Options. (a) At the Effective Time The Board of Directors of the MergerCompany (or, if appropriate, any committee thereof) shall take all action necessary or desirable to provide the following with regard to outstanding stock options (each an “Option”) heretofore granted under the Stock Option Plan: (1) for holders who are not “accredited investors” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, each outstanding option to purchase of whom are listed on Schedule 2.1(a)(iv) (collectively, the “Nonaccredited Holders”), the Company Common Stock (a "Company Stock Option") issued pursuant shall, prior to the Company's Non-Employee Directors' Stock First Effective Time, enter into an agreement (each a “Cancellation Agreement”) with such Nonaccredited Holders to cancel any Option Plan held by such Nonaccredited Holders in exchange for (A) an amount equal to that holder’s Pro Rata Share of the "Director Plan"Total Closing Consideration less the exercise price of the Options held by such Nonaccredited Holder, to be paid in cash, subject to the provisions of Section 2.2 regarding the Escrow Amount, and (B) or a contingent right to receive such holder’s Pro Rata Share of the Company's Stock Earn Out Payments in cash in the event any such Earn Out Payment becomes due; and (2) for all holders of Options other than the Nonaccredited Holders, each Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans")held by such holder, whether or not then vested or unvestedexercisable, which remains outstanding immediately prior to the First Effective Time, shall be deemed to constitute an option to acquire, on the same terms accelerated in full and conditions as were applicable under each such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock an Option would have been shall, immediately prior to the First Effective Time, be entitled to exercise such Option in full and receive the consideration offered to Company Stockholders pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement)2.1(a)(iii) above. At the First Effective Time, at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable each Option not theretofore exercised or previously cancelled pursuant to a Cancellation Agreement shall be cancelled. After the Effective Time, any such Company cancelled Option shall no longer be exercisable by the former holder thereof, and no Person shall have any right under the Stock Option divided by (z) Plan or any other plan, program or arrangement with respect to the number equity securities of full shares the Surviving Entity. The Company shall have received a consent in writing from each Option holder waiving such holder’s right to thirty days’ notice of Parent Common Stock deemed purchasable the acceleration pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 terms of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.

Treatment of Options. (a) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant Prior to the Company's Non-Employee Directors' Stock Closing, Sellers shall provide each Option Plan Holder holding Vested Options with notice and a reasonable opportunity to exercise, in full or in part, any and all Vested Options held by such Option Holder no later than six (6) Business Days prior to the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" andClosing, collectively in accordance with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same respective terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Vested Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant and subject to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of set forth in this Purchase Agreement. Any Shares issued upon such exercise of such option Vested Options shall be determined in order to comply with Section 424(a) form a part of the CodeSale Shares subject to such Option Holder executing and delivering to Buyer a Joinder in accordance with the terms of this Purchase Agreement. If the relevant Company Stock Option is not exercised Sellers agree to update Annexes A and B to reflect any such exercise of Vested Options at least six (6) Business Days prior to the Maturity Date Closing. No later than six (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part 6) Business Days prior to the Maturity Date (as defined in Exhibit A)Closing, upon the sale with respect to each Option Holder of any shares Vested Option that remains outstanding and unexercised as of Parent Common Stock received upon six (6) business days prior to the exercise Closing, Sellers shall deliver to the Buyer on the Closing Date either (i) an amendment (the “Vested Option Agreement Amendment”) in the form set forth in Annex P or (ii) a termination, release and waiver (the “Vested Option Termination”) in the form set forth on Annex O, in each case executed and delivered by each such Option Holder. All outstanding and unexercised Vested Options as of the relevant Company Stock OptionClosing Date in respect of which any Option Holder delivered a Vested Option Termination shall, by virtue of the CVPs due Closing, be cancelled and terminated effective as of immediately prior the Closing without payment to such Option Holder. All outstanding and unexercised Vested Options as of the Closing Date in respect of which any Option Holder delivered a duly executed Vested Option Agreement Amendment and a Joinder shall continue to be of force and effect after the Closing until exercised or cancelled in accordance with their respective terms. In no event shall Vested Options representing more than 1.5% of the number of outstanding Shares (assuming all Vested Options had been exercised) be amended pursuant to such shares sold shall terminate and become null and voidthis Section 2.2(a)(i).

Treatment of Options. (a) At the Effective Time of the Merger, each outstanding option to purchase Company Common Stock (a "Company ------- Stock Option") issued pursuant to the Company's Non-Employee Directors' CSS Acquisition Corporation 2000 Special ------------ Stock Option Incentive Plan or the CSS Acquisition Corporation 2000 Stock Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to ------------------- constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those the same number of shares of Parent Common Stock and CVPs which as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if had such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing without giving effect to the Exchange Ratio as set forth in Section 2.01 of this AgreementOption Exercise Adjustment), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock otherwise purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, howeverin determining the aggregate exercise price for the shares of Company Common Stock under (y) above, fractions of a cent shall be rounded up to the nearest cent; provided, in determining the number of shares of Parent Common Stock under (z) above, fractional shares shall be rounded down to the nearest whole share and; provided, further, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock ----------------------- 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.

Treatment of Options. (a) At the Effective Time of the MergerTime, each then outstanding option to purchase shares of Company Common Stock (a "Company Stock Option") issued pursuant to under the Company's 1986 Incentive Stock Option Plan, 1990 Stock Option Plan, Amended and Restated 1992 Stock Plan, 1992 Non-Employee Directors' Director Stock Option Plan and 1995 Non-Employee Director Stock Option Plan (collectively, the "Director Plan") or Company Stock Option Plans," which term expressly does not include the Company's Stock Option and Restricted 1992 Employee Stock Purchase Plan (the "Option Common Stock Purchase Plan")), whether or not then exercisable or vested (individually, an "Option" and, collectively with the Director Planand collectively, the "Company Stock PlansOptions"), whether vested or unvested, shall be deemed to constitute an option to acquirecancelled, on the same terms and conditions as were applicable under in consideration for such Company Stock Option, those shares of Parent Common Stock and CVPs which the cancellation each holder of such Company Stock Option would have been entitled to thereof shall receive pursuant to the Merger if such holder had exercised such option in full immediately prior to at the Effective Time of from the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per Surviving Corporation for each share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant subject to such Option (whether or not such Option is then vested or exercisable for each such share of Company Common Stock) an amount (subject to any applicable withholding Tax) in cash equal to the difference, if any, between the Merger Consideration and the per share exercise price of such Option to the extent such difference is a positive number (such amount being hereinafter referred to as the "Option Consideration"). Upon receipt of the Option Consideration, the Option Consideration shall be deemed a release of any and all rights the holder had or may have had in respect of such Option. The Company has obtained all consents or releases from holders of Options under the Company Stock Option divided Plans (including any consents or releases in connection with the cancellation of the Options where the difference between the Merger Consideration and the per share exercise price of any such Option is a negative number) as are necessary to give effect to the transactions contemplated by this Section 3.04. Except as otherwise agreed to by the Company and Parent, the Company shall use its reasonable best efforts to ensure that (zi) the number of full shares of Parent Common Stock deemed purchasable pursuant to such all Company Stock Option (a "Converted Option"); providedPlans shall terminate as of the Effective Time and the provisions in any other plan, however, that in program or arrangement providing for the case issuance or grant of any option to which Section 421 other interest in respect of the Code applies by reason of its qualification under Section 422 capital stock of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option Company or any subsidiary thereof shall be determined in order to comply with Section 424(a) canceled as of the Code. If Effective Time, and (ii) following the relevant Effective Time no participant in any Company Stock Option is not exercised prior to Plan or any other plan, program or arrangement providing for the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole issuance or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale grant of any shares of Parent Common Stock received upon the exercise other interest in respect of the relevant capital stock of the Company Stock Optionor any subsidiary thereof shall have any right thereunder to acquire equity securities of the Company, the CVPs due pursuant Surviving Corporation or any subsidiary or affiliate thereof and to terminate all such shares sold shall terminate and become null and voidplans.

Treatment of Options. (a) At the Effective Time of the MergerClosing, each Option (or portion thereof) that is outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant and unexercised immediately prior to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans")Closing, whether then vested or unvested, shall be deemed to constitute an option to acquireshall, by virtue of the Merger and without any action on the same terms part of Parent, Merger Sub, the Company, the holders of such Options or any other Person, be automatically cancelled, and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of each such Company Stock Option would shall cease to have been entitled any rights with respect thereto other than the right to receive pursuant receive, subject to delivery of an executed Option Termination Agreement, (i) an amount in cash, without interest, equal to the Merger if such holder had exercised such option in full immediately prior to the Effective Time product of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (yA) the aggregate exercise price for the number of shares of Company Common Stock purchasable pursuant subject to such Company Stock cancelled Option divided immediately prior to the Closing, multiplied by (zB) the number excess of full shares the Closing Per Share Common Merger Consideration over the per share exercise price under such Exchanged Option, and (ii) any amounts that may become payable in respect of Parent Common Stock deemed purchasable pursuant to such Company Stock Exchanged Option (a "Converted Option"); provided, however, that in the future from the Adjustment Escrow Fund or the Indemnification Escrow Fund as provided in this Agreement and the Escrow Agreement, in each case of any option at the respective times and subject to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions specified herein and therein, as applicable. (b) The Exchanged Options Exercise Price shall, notwithstanding the fact that such amount will not be paid to the Company or Themis by the holders thereof, (i) be taken into account for purposes of exercise (A) determining the Closing Participation Merger Consideration payable to the Former Holders of such option shall be determined in order to comply with Section 424(a) Company Capital Stock and Exchanged Options, as applicable, as part of the CodeClosing Merger Consideration and (B) allocating such Closing Merger Consideration among all Former Holders of Company Capital Stock and Exchanged Options in accordance with the terms hereof, and (ii) be subtracted from the Closing Merger Consideration otherwise payable at Closing to the Former Holders of Exchanged Options. If (c) Promptly after the relevant Agreement Date, the Company and the Company Board, as applicable, shall adopt any resolutions and take any actions necessary to (i) effectuate the provisions of Section 2.7(a) and (ii) cause the Stock Option is not exercised Plans to terminate at or prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and voidClosing. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.2.8

Treatment of Options. (a) At Prior to the Effective Time Time, the Board of Directors of the MergerCompany (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase Company Common Stock (a each, an "Company Stock Option") issued pursuant to heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock Option Plan Plan, as amended (the "Director 1997 Directors Plan"), the Company's 1992 Non- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the "1988 Option Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plancollectively, the "Company Stock Option Plans"), whether or not then vested or unvestedexercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant a payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the Merger if such holder had exercised such option in full immediately "Cash Payment"), it being understood that members of the Rollover Group may instead elect prior to the Effective Time to receive securities of Newco upon cancellation of their Options or, if so agreed in writing by Newco, to retain their Options and/or exchange all or a portion of their Options for options to purchase shares of capital stock of the Merger (utilizing Surviving Corporation, all as contemplated by the Exchange Ratio as set forth in Section 2.01 of this Securities Purchase Agreement). As provided herein, at a price per share equal to (y) unless otherwise determined by Newco, the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by Plans (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case and any feature of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date other Benefit Plan (as defined in Exhibit ASection 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, after the date hereof, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the Company or, except as otherwise provided in this Section 1.11 or in Section 5.8 (or in connection with the Securities Purchase Agreement), to receive any CVPs due pursuant thereto shall terminate and become null and void. If payment in respect thereof and, except as otherwise provided above, to cause such Options to be cancelled or cause the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise holders of the relevant Company Stock Option, the CVPs due pursuant Options to agree to such shares sold shall terminate and become null and voidcancellation thereof as provided herein.

Treatment of Options. (a) At Each of Parent and the Company shall take all necessary action to ensure that, as of the Effective Time of Time, the Merger, each outstanding Company Option Plan and all unvested Company Options (as defined below) issued thereunder are assumed by Parent. Each option to purchase Company Common Stock Shares (each, a "“Company Stock Option"”) issued that is outstanding and unexercised pursuant to the Company's Non-Employee Directors' Stock Company Option Plan (in effect on the "Director Plan") or date hereof and which is unvested immediately prior to the Company's Stock Option Effective Time shall become and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute represent an option to acquirepurchase (a “Replacement Stock Option”) a number of shares of Parent common stock (the “Parent Shares”) equal to the number of Company Shares covered by such Company Option, on divided by a ratio (the “Ratio”) equal to (i) the average closing price of the Parent’s common stock, based upon the closing price for each of the twenty (20) trading days up to and including the trading day ending two (2) days prior to the Closing Date divided by (ii) the Common Per Share Merger Consideration and with an exercise price per Parent Share equal to the exercise price for such Company Option multiplied by the Ratio. It is the intent of the Parties that (A) the Replacement Stock Options shall qualify following the Effective Time as “incentive stock options” as defined in Section 422 of the Code to the extent that the related Company Options qualified as incentive stock options immediately prior to the Effective Time, and (B) each Replacement Stock Option will have an economic value equivalent to the Company Option it replaces, such that each Replacement Stock Option will not be subject to Section 409A of the Code, and (C) the provisions of this Section 3.5 shall be applied consistent with the foregoing intents. After the Effective Time, except as provided above in this Section 3.5, each Replacement Stock Option shall be exercisable upon the same terms and conditions as were applicable under such the related Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time but only with accelerated vesting as a result of Termination After Change in Control (as such term is defined in the Merger (utilizing Company Option which such Replacement Stock Option replaces). The Company agrees that, after the Exchange Ratio as set forth in Section 2.01 date of this Agreement), at a price per share equal it will not grant any stock appreciation rights or stock options and will not permit cash payments to (y) the aggregate exercise price for the shares holders of Company Common Options in lieu of the substitution therefor of Replacement Stock purchasable pursuant to such Company Stock Option divided by (z) the Options, as described in this Section 3.5. Parent will reserve a sufficient number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Shares for issuance under this Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void3.5.

Treatment of Options. (a) At the Effective Time Section 2.08 of the MergerDisclosure Schedule sets forth, with respect to each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant , the name of the holder, the number of shares subject to the Option, the exercise price and the vesting schedule. Prior to the Closing Date, the Board of Directors of the Company (or an authorized committee thereof) shall take all actions necessary to ensure that all Options that were outstanding immediately prior to the Closing, whether vested, unvested or exercisable, to be cancelled effective as of such date and in consideration for such cancellation were converted into the right to receive, without interest, a cash payment, if any, as jointly determined by the Seller’s Representative and the Company in accordance with the respective Option agreements and the Company's Non-Employee Directors' Stock ’s Long Term Incentive Share Option Plan (the "Director “Option Plan"”) or and as set forth on a statement prepared by the Company's Stock Option Company and Restricted Stock Purchase Plan the Sellers’ Representative (the "“Option Plan" andPayment Statement”) and attached hereto as Schedule D. In accordance with Section 2.04, collectively with the Director PlanSection 2.07 and this Section 2.08, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the each holder of such Company Stock an outstanding vested Option would have been shall become entitled to receive pursuant net of withholding required under applicable law on (or as soon as reasonably practicable following) the Closing Date (i) a cash payment in an amount equal to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio Option Closing Payment as set forth on the Option Payment Statement, (ii) any amount distributed to such holder of Options pursuant to Section 2.07 in Section 2.01 respect of this Agreementthe Option Holdback Amount and (iii) any amount distributed to the Sellers’ Representative (on behalf of such holder of Options), at a price per share equal if any, from time to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant time payable to such Person in respect of Options as determined by the Sellers’ Representative in its discretion. The Sellers’ Representative shall pay any amounts to be further distributed in respect of Options to the Company Stock Option divided by (z) for further distribution to holders of Options after the number application of full shares of Parent Common Stock deemed purchasable pursuant to such applicable withholdings through the applicable Company Stock Option (a "Converted Option")Entity’s payroll system; provided, however, that payments to the holders of Options that are not employees and that are not included in a Company Entity’s payroll system will be made by the case of any option to which Section 421 of the Code applies Company by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant check to such option and the terms and conditions holders of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and voidOptions.

Treatment of Options. (a) At the Effective Time of the MergerTime, each outstanding and unexercised option to purchase Company Common Stock Shares (a "“Company Stock Option"”) issued pursuant to under the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed cease to constitute represent an option to acquirepurchase Shares and will be converted automatically into (1) options to purchase a number of shares of Parent Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Shares subject to the Company Option immediately prior to the Effective Time and (y) the Conversion Ratio, on at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per Share of such Company Option immediately prior to the Effective Time divided by (B) the Conversion Ratio and (2) the right of the holder of such Company Option to receive, as soon as reasonably practicable after the Effective Time, an amount in cash equal to the product of (i) the fraction of a whole share of Parent Common Stock that would have resulted from the calculation pursuant to the preceding clause (1) but for the rounding specified therein and (ii) the Parent Trading Price (rounded up or down, as applicable, to the nearest whole cent), less applicable Taxes required to be withheld with respect to such cash payment (the resultant Parent Common Stock option and right to cash specified in clauses (1) and (2), the “Company Option Consideration”); provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided further that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Company Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time Time. For purposes of this Agreement, “Conversion Ratio” shall mean the Merger Exchange Ratio, unless the provisions of Section 4.1(a)(ii)(x) or (utilizing y) are applicable, in which case the “Conversion Ratio” shall mean the sum of (i) the product of the Exchange Ratio (as set forth in effect pursuant to Section 2.01 of this Agreement4.1(a)(ii)(x) or (y), at a price per share equal to as applicable) multiplied by 67%, plus (ii) the quotient obtained by dividing (x) the product of (A) the Per Share Cash Consideration multiplied by (B) 33% by (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and voidTrading Price.

Treatment of Options. (a) At Prior to the Effective Time Time, the -------------------- Board of Directors of the MergerCompany (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase Company Common Stock (a each, an "Company Stock Option") issued pursuant to ------ heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock ------------------- Option Plan Plan, as amended (the "Director 1997 Directors Plan"), the Company's 1992 Non- ------------------- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), ------------------- and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the ---------------- "1988 Option Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plancollectively, the ---------------- "Company Stock Option Plans"), whether or not then vested or unvestedexercisable, shall, -------------------------- at the Effective Time, be cancelled, and each holder thereof shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant a payment in cash as provided in Section 5.8 hereof, if any (subject to any applicable withholding taxes, the Merger if such holder had exercised such option in full immediately "Cash Payment"), it being understood ------------ that members of the Rollover Group may instead elect prior to the Effective Time to receive securities of Newco upon cancellation of their Options or, if so agreed in writing by Newco, to retain their Options and/or exchange all or a portion of their Options for options to purchase shares of capital stock of the Merger (utilizing Surviving Corporation, all as contemplated by the Exchange Ratio as set forth in Section 2.01 of this Securities Purchase Agreement). As provided herein, at a price per share equal to (y) unless otherwise determined by Newco, the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by Plans (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case and any feature of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date other Benefit Plan (as defined in Exhibit ASection 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, after the date hereof, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the Company or, except as otherwise provided in this Section 1.11 or in Section 5.8 (or in connection with the Securities Purchase Agreement), to receive any CVPs due pursuant thereto shall terminate and become null and void. If payment in respect thereof and, except as otherwise provided above, to cause such Options to be cancelled or cause the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise holders of the relevant Company Stock Option, the CVPs due pursuant Options to agree to such shares sold shall terminate and become null and voidcancellation thereof as provided herein.

Treatment of Options. (a) At Prior to the Effective Time Time, the -------------------- Board of Directors of the MergerCompany (and/or, if appropriate, the Special Committee) shall adopt appropriate resolutions and take all other actions necessary to provide that each outstanding stock option to purchase Company Common Stock (a each, an "Company Stock Option") issued pursuant to ------ heretofore granted under the Company's 1997 Equity Incentive Plan, as amended (the "1997 Incentive Plan"), the Company's 1997 Non-Employee Directors' Stock ------------------- Option Plan Plan, as amended (the "Director 1997 Directors Plan"), the Company's 1992 Non- ------------------- Employees Directors' Stock Option Plan, as amended (the "1992 Directors Plan"), ------------------- and each of the Company's 1991 Incentive Stock Option Plan, as amended (the "1991 Option Plan"), and the Company's 1988 Stock Option Plan, as amended (the ----------------- "1988 Option Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plancollectively, the "Company Stock Option Plans"), whether or ----------------- -------------------------- not then vested or unvestedexercisable, shall, at the Effective Time, be cancelled, and each holder thereof shall be deemed entitled to constitute an option receive a payment in cash as provided in Section 5.8 hereof, if any (subject to acquireany applicable withholding taxes, on the same terms and conditions as were applicable under such Company Stock Option"Cash Payment"), those it being understood that a portion of the Options held by ------------ members of the Rollover Group will be cancelled in exchange for substitute options to purchase shares of Parent Common Stock and CVPs which capital stock of the holder of such Surviving Corporation, as contemplated by the Securities Purchase Agreement. As provided herein, unless otherwise determined by Newco, the Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger Plans (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case and any feature of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock 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. If the relevant Company Stock Option is not exercised prior to the Maturity Date other Benefit Plan (as defined in Exhibit ASection 2.11) or other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of the Company) shall terminate as of the Effective Time. The Company shall take all steps necessary to ensure that, after the date of the Original Agreement, the Company will not issue any Options or other options, warrants, rights or agreements which would entitle any person to acquire any capital stock of the Company or, except as otherwise provided in this Section 1.11 or in Section 5.8 (or in connection with the Securities Purchase Agreement), to receive any CVPs due pursuant thereto shall terminate and become null and void. If payment in respect thereof and, except as otherwise provided above, to cause such Options to be cancelled or cause the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise holders of the relevant Company Stock Option, the CVPs due pursuant Options to agree to such shares sold shall terminate and become null and voidcancellation thereof as provided herein.

Treatment of Options. (a) At the Initial Effective Time of the MergerTime, each outstanding option to purchase Company shares of Common Stock (a "“Company Stock Option"”) issued pursuant to under the Company's Non-Employee Directors' Stock Option JackPocket, Inc. 2013 Equity Incentive Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Planas amended, the "Company “Stock Plans"Plan”), whether vested or unvestedunvested (other than Company Performance Options that are Unvested Company Options, which shall be cancelled in accordance with Section 2.10(b)), shall, by virtue of the Initial Merger and without any further action on the part of the holders thereof or the Parties hereto, shall be deemed treated as follows: (i) In-the-Money Options: Each Company Option that is outstanding and unexercised immediately prior to constitute the Initial Effective Time that has a per share exercise price that is less than the Per Share Closing Consideration (each, an “In-the-Money Option”) shall cease to represent an option to acquire, on the same terms purchase shares of Common Stock and conditions as were applicable under such Company Stock Option, those shall be converted into an option to purchase a number of shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant equal to the Merger if product (rounded down to the nearest whole number) of (x) the number of shares of Common Stock subject to such holder had exercised such option in full In-the-Money Option immediately prior to the Initial Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share equal to and (y) the aggregate Equity Award Conversion Amount, at an exercise price for per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Common Stock of such In-the-Money Option immediately prior to the Initial Effective Time divided by (B) the Equity Award Conversion Amount; provided, however, that the exercise price and the number of shares of Company Parent Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number In-the-Money Options shall be determined in a manner consistent with the requirements of full shares Section 409A of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option")the Code; provided, howeverfurther, that in the case of any option In-the-Money Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options")applies, the option price, exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to comply with satisfy the requirements of Section 424(a) of the Code. If ; provided, further, that except as specifically provided above, following the relevant Initial Effective Time, each In-the-Money Option (other than Company Stock Performance Options that are Unvested Company Options, which shall be cancelled in accordance with Section 2.10(b)) shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such In-the-Money Option is not exercised immediately prior to the Maturity Date Initial Effective Time. (as defined in Exhibit Aii), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon the exercise of the relevant Company Stock Option, the CVPs due pursuant to such shares sold shall terminate and become null and void.

Treatment of Options. (a) At the Effective Time of the MergerTime, each outstanding compensatory option to purchase shares of Company Common Stock that is then-outstanding and unexercised immediately prior to the Effective Time, including each option granted under the 2016 Stock Plan (each, a "“Company Common Stock Option") issued pursuant to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"”), whether or not vested or unvestedexercisable, shall will, by virtue of the Mergers and without further action on the part of the holder thereof be deemed assumed by Parent and converted into (i) a fully-vested option (an “Assumed Option”) to constitute an option to acquirepurchase, on the same terms and conditions as were applicable under applied to each such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement)Time, at a price per share equal to (y) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); providedStock, however, except that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable pursuant Stock, rounded down to the nearest whole number of shares, subject to such option and Assumed Option will equal the terms and conditions product of exercise (A) the Closing Merger Consideration Per Share, divided by the Per Share Price, multiplied by (B) the number of shares of Company Common Stock that were subject to such option shall be determined in order to comply with Section 424(a) of the Code. If the relevant Company Common Stock Option is not exercised immediately prior to the Maturity Date Effective Time, and the per-share exercise price, rounded up to the nearest whole cent, will equal the quotient of (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If 1) the relevant exercise price per share of Company Common Stock at which such Company Common Stock Option is exercised, in whole or in part was exercisable immediately prior to the Maturity Effective Time, divided by (2) the Closing Merger Consideration Per Share, divided by the Per Share Price, in each case in accordance with the Closing Date Payment Statement; and (ii) a contingent option, issued as defined in Exhibit A)of the Effective Time, upon which shall vest and become exercisable on the sale of any date on which the Final Closing Statement becomes binding and effective, provided that the Optionholder continues to be employed by the Company or Parent or an Affiliate through such date, to purchase shares of Parent Common Stock received upon the exercise as described in Section 3.03(g)(ii) and Section 3.03(h)(ii) (each, a “Contingent Option”); provided that each Company Common Stock Option that is an “incentive stock option” (as defined in Section 422 of the relevant Code) will be adjusted in accordance with the requirements of Section 424 of the Code, and each Company Common Stock Option, Option will be adjusted in a manner that complies with Section 409A of the CVPs due pursuant to such shares sold shall terminate and become null and voidCode.

Treatment of Options. At the Effective Time, and without any further action on the part of the parties hereto: (a) At no Options shall be assumed by Xxxxxx, Parent or the Effective Time Surviving Corporation, (b) all Options shall terminate in accordance with the terms of the MergerStock Option Plan, each outstanding option (c) the Unvested Options shall not entitle the holder thereof to purchase Company Common Stock receive any consideration hereunder, and (a "Company Stock Option"d) issued pursuant notwithstanding anything to the Company's Non-Employee Directors' contrary in the Stock Option Plan (the "Director Plan") or the Company's Stock in any stock option agreement, each Vested Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those shares of Parent Common Stock and CVPs which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of and converted into the Merger right to receive (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price per share i) an amount equal to the product of (yA) the aggregate exercise price for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the number of shares of Parent Common Stock purchasable previously issuable immediately prior to the Effective Time if such Vested Option were exercised immediately prior to the Effective Time, multiplied by (B) the excess of (1) the Closing Per Share Common Merger Consideration over (2) the exercise price per share of Common Stock previously issuable pursuant to such option and Vested Option (the terms and conditions of exercise of such option shall be determined “Option Consideration”), payable (in order to comply accordance with Section 424(a2.12) in cash to the holder thereof, without interest thereon, (ii) an amount equal to the product of (A) subject to Section 7.4, the Code. If Per Share Future Payment Amount for each Future Payment, if any, multiplied by (B) the relevant Company number of shares of Common Stock Option is not exercised previously issuable immediately prior to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Effective Time if such Vested Option is exercised, in whole or in part were exercised immediately prior to the Maturity Date Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 2.12, (as defined in Exhibit iii) an amount equal to the product of (A)) subject to Section 7.4, upon the sale sum of any (1) the Per Share Parent Final Balance Sheet Adjustment Payment Amount, if any, plus (2) the Per Share Holdback Payment Amount, if any, multiplied by (B) the number of shares of Parent Common Stock received upon previously issuable immediately prior to the exercise of Effective Time if such Vested Option were exercised immediately prior to the relevant Company Stock OptionEffective Time, payable in cash to the CVPs due holder thereof, without interest thereon, pursuant to Section 2.12, and (iv) an amount equal to the product of (A) the Per Share Tax Refund Amount for each Tax Refund, if any, multiplied by (B) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such shares sold shall terminate Vested Option were exercised immediately prior to the Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to Section 6.1(e). The Company has taken such actions, including amending the Stock Option Plan and become null and voidstock option agreements, as is required to facilitate the foregoing.

Treatment of Options. (a) At the Effective Time of the MergerEach option, each outstanding option to purchase warrant and security exercisable or convertible by its terms into Company Common Stock (a "Company Stock Option") issued pursuant to the Company's Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"including convertible promissory notes), whether vested or unvested, which is outstanding immediately prior to the Effective Time (each, a “Company Stock Option”), shall be assumed by Parent and shall be deemed to constitute an option option, warrant or convertible security, as the case may be, to acquire, on acquire the same terms and conditions as were applicable under such Company Stock Option, those number of shares of Parent Common Stock and CVPs which as the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if had such holder had exercised or converted such option Company Stock Option, in full immediately prior to the Effective Time (not taking into account whether such Company Stock Option was in fact exercisable or convertible at such time) (the “Option Consideration”). The aggregate number of Shares of Parent Common Stock into which the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement), at a price Option Consideration will be convertible will equal no more than 8,489,568 Shares. The per share equal to (y) the aggregate exercise price for the shares of Parent Common Stock issuable upon exercise of the Option Consideration will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock purchasable pursuant to such at which each Company Stock Option divided was exercisable immediately prior to the Effective Time by the Exchange Ratio. For purposes hereof, the “Exchange Ratio” shall equal the quotient of (zi) the number of full shares of Parent Common Stock deemed purchasable pursuant to such Company Stock Option (a "Converted Option"); provided, however, that in the case of any option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code ("incentive stock options"), the option price, the Fully Diluted number of shares of Parent Common Stock purchasable pursuant to such option issued and outstanding immediately before the terms and conditions of exercise of such option shall be determined in order to comply with Section 424(a) of the Code. If the relevant Company Stock Option is not exercised prior Effective Time (without giving effect to the Maturity Date Private Financing) divided by (as defined in Exhibit A)ii) the Fully Diluted Number of Shares of Company Common Stock issued and outstanding immediately before the Effective Time, any CVPs due pursuant thereto shall terminate and become null and voidwhich equals 2,211,509. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any In order that no fractional shares of Parent Common Stock received shall be issued as a result of the Merger, the number of shares issuable to each Company Stock Option holder pursuant to this Section 1.08 shall be rounded down to the nearest full share. All other terms and conditions of such Parent options, warrants and/or convertible securities shall be the same as the Company Stock Options that have been converted, as such Company Stock Options existed immediately prior to the Effective Time, with full credit being given for any vesting that has occurred prior to the Effective Time. As soon as practicable after the Effective Time, Parent shall deliver to each holder of a Company Stock Option an option, warrant or convertible security, as the case may be, in Parent. Parent shall take all necessary corporate action to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon the exercise of the relevant Company Option Consideration. Parent will use its reasonable efforts to file, no later than 90 days following the Effective Time, a registration statement on Form S-8 (or any successor to Form S-8), to the extent available, so as to register the shares of Parent Common Stock Optionsubject to the Option Consideration eligible for a Form S-8, and shall use its reasonable efforts to effect such registration and to maintain the CVPs due pursuant to effectiveness of such shares sold shall terminate registration statement (and become null and voidthe current status of the prospectus contained therein) for so long as such Option Consideration remains outstanding.

Treatment of Options. (a) At the Effective Time of the MergerTime, each outstanding option to purchase Company Common Stock (a "Company Stock Option") issued pursuant to the Company's 1989 Stock Option Plan, 1997 Equity Incentive Plan and 1997 Non- Officer Equity Incentive Plan (collectively with the 1994 Non-Employee Directors' Stock Option Plan (the "Director Plan") or the Company's Stock Option and Restricted Stock Purchase Plan (the "Option Plan" and, collectively with the Director Plan, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute converted into an option (a "Parent Stock Option") to acquire, on the same terms and conditions as were applicable under such Company Stock Option, those a number of shares of Parent Common Stock and CVPs which equal to (1) the holder number of shares of Company Common Stock subject to such Company Stock Option would have been entitled to receive pursuant multiplied by (2) the Exchange Ratio, rounded down to the Merger if such holder had exercised such option in full immediately prior to the Effective Time of the Merger (utilizing the Exchange Ratio as set forth in Section 2.01 of this Agreement)nearest whole share, at a price per share equal to (yx) the aggregate exercise price per share for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (zy) the number of full shares of Parent Common Stock deemed purchasable pursuant Exchange Ratio, rounded up to such Company Stock Option (a "Converted Option")the nearest whole cent; provided, however, that in the case exercise price per share of each Parent Stock Option held by an individual who is an employee of or consultant to the Company or any option to which Section 421 Subsidiary as of the Code applies by reason Effective Time will not exceed the closing price of a share of Parent Common Stock on the NYSE Composite Transaction Tape on the date immediately prior to the Closing Date. Prior to the Effective Time, the board of directors of Parent and its qualification under Section 422 compensation committee, as applicable, shall take all necessary action to assume and adopt, as of the Code Effective Time, the Company's 1997 Equity Incentive Plan, and shall have the discretion to assume and adopt, as of the Effective Time, each other Company Stock Plan in which a Parent Stock Option is outstanding following the Effective Time and which has not terminated by its terms. Within ten ("10) business days after the Effective Time, Parent shall deliver to the holders of Company Stock Options appropriate notices pursuant to the Company Stock Plans. If necessary, Parent shall comply with the terms of the Company Stock Plans and ensure, to the extent required by, and subject to the provisions of, the Company Stock Plans and applicable law, that Company Stock Options that qualified as incentive stock options"), options prior to the option price, Effective Time continue to qualify as incentive stock options after the Effective Time. Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock purchasable pursuant to such option and the terms and conditions of for delivery upon exercise of such option Parent Stock Options. No later than five business days after the Effective Time, Parent shall file a registration statement on Form S-3 or Form S-8, as the case may be determined in order to comply (or any successor or other appropriate forms), or another appropriate form, with Section 424(a) of the Code. If the relevant Company Stock Option is not exercised prior respect to the Maturity Date (as defined in Exhibit A), any CVPs due pursuant thereto shall terminate and become null and void. If the relevant Company Stock Option is exercised, in whole or in part prior to the Maturity Date (as defined in Exhibit A), upon the sale of any shares of Parent Common Stock received upon subject to such options to the exercise fullest extent permitted by law and shall use its reasonable best efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the relevant prospectus or prospectuses contained therein) for so long as such options remain outstanding. Each outstanding purchase right under the Stock Purchase Plan shall be exercised for the purchase of shares of Company Common Stock Optionat the price per share determined pursuant to the Stock Purchase Plan on the date immediately prior to the Closing Date, pursuant to Section 12(b)(iii) of the Stock Purchase Plan (the "Final Offering Period"). Immediately following the Final Offering Period and upon or prior to the Effective Time, the CVPs due pursuant Company shall take all action necessary to such shares sold provide that the Stock Purchase Plan shall terminate be terminated and become null and voidthat no Person has any further right to purchase Company Common Stock under the Stock Purchase Plan.