Common use of Treatment of Options Clause in Contracts

Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.

Treatment of Options. Under the terms As of the Purchase AgreementEffective Time, conditioned upon execution the Company shall cause each In-the-Money Option to be cancelled, and each Optionholder shall have the right to receive, less any required tax withholdings and without interest, from the Surviving Corporation, in respect of this Agreement by Optionholdersuch In-the-Money Option, (a) the In-the-Money Option Cancellation Payment, payable in accordance with Section 2.05, (b) such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and (c) such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement. With respect to any Option that is not an In-the-Money Option, the Company shall cause the cancellation of such Option without any payment or other consideration therefor. As a condition to the receipt of the foregoing consideration provided in this Section 2.03, each holder of an In-the-Money Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit C hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to Parent, that such holder (A) approves of this Agreement, the Escrow Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Option Cancellation Payment, such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Options held by such Optionholder. Prior to the Effective Time, the Company shall take all actions necessary to (x) terminate, effective as of immediately prior to the Effective Time, the Equity Incentive Plan and contingent uponany other plan, program, or arrangement (or provision thereof) for the issuance or grant of any interest in respect of shares of Company Common Stock, (y) ensure that neither Parent, the ClosingCompany nor any of their Subsidiaries will, as of the Effective Time, be bound by any rights under the Equity Incentive Plan or any other plan, program, or arrangement (or provision thereof) for the issuance or grant of any interest in respect of shares of Company Common Stock or other rights in respect of, the vesting capital stock of all unvested Optionsthe Company, the Surviving Corporation or any of their Subsidiaries, except the right to receive the payment contemplated by this Section 2.03 in cancellation and settlement of In-the-Money Options and (z) ensure that any Employee Plan which allows any current or former employees, directors or individual independent contractors or consultants to invest directly or indirectly in Company Common Stock, if any, will be accelerated amended to eliminate such that such Options shall be fully vested and exercisable and (b) at investment option. Prior to the Effective Time, the Company shall deliver the Option Surrender Form to each Option that is held by Optionholder and outstanding, vested and unexercised as holder of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options which sets forth each holder’s rights pursuant to the preceding clause (a)), Equity Incentive Plan and the terms of this Agreement and stating how the Options shall be canceled at treated in the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as manner set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to this Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement2.03.

Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior Prior to the Effective Time, and contingent upon, the Closing, the vesting of Company shall take all unvested Options, if any, will be accelerated actions necessary such that such all Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised outstanding as of immediately prior to the Effective Time Closing (whether or not then exercisable) shall be cancelled in exchange for the right to receive the payment described in the following sentence, subject to the conditions set forth therein (the aggregate amount of such payments, the "Aggregate Option Consideration") and each Optionholder shall agree in writing to be bound by the terms hereof, including the provisions of Article 12, and shall be, to the extent of any Option exercises after the date hereof and prior to the Closing, an Individual Shareholder. Subject to Section 2.04 and the terms of the Option Escrow Agreement, each holder of an Option that is cancelled pursuant to the preceding sentence shall, in respect of such Option, be entitled to a cash payment in an amount equal to the product of (a) the excess of (i) the quotient obtained by dividing (A) the sum of the Closing Payment plus the aggregate exercise price of all Options outstanding as of the time of cancellation by (B) the sum of the total number of Shares outstanding as of the Closing (after giving effect to the acceleration cancellation of vesting of such the Options pursuant to this Section 2.03) plus the preceding clause number of shares of Common Stock subject to all Options outstanding as of the time of cancellation over (a)), shall be canceled at the Effective Time in exchange for (iii) the amount equal to (A) the product applicable exercise price of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit Asuch Option, multiplied by (yb) the number of Company Units subject to shares of Common Stock underlying such Option and vested as of immediately prior to Option. In the Effective Time and in accordance with the terms and conditions event that any portion of the Company Plan (such amount, the “Aggregate Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount is forfeited by the Escrow Agent due and payable any Optionholder pursuant to the terms of such Optionholder's option agreement or the Option Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant Agreement, any such forfeited amounts shall be paid to the Purchase Agreement, in each case in respect of such Option, plus Shareholders' Representative (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 benefit of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, Sellers and the Company shall pay such amount Optionholders (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to other than the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementforfeited such amount)).

Treatment of Options. Under At the terms Effective Time, by virtue of the Purchase AgreementMerger, conditioned upon execution without any action on the part of this Agreement by Optionholderany party and notwithstanding anything to the contrary in the Company’s 2002 Stock Incentive Plan or in any stock option agreement, (a) each Outstanding In-the-Money Option Share shall be converted into the right to receive (i) an amount equal to the product of (A) the number of Outstanding In-the-Money Option Shares previously issuable immediately prior to the Effective Time pursuant to such Option, multiplied by (B) the excess of (I) the Common Stock Per Share Merger Consideration over (II) the exercise price per share of Common Stock previously issuable pursuant to such Option (with respect to each Outstanding In-the-Money Option Share, the “Initial Option Consideration”), payable (in accordance with Section 2.11 and Section 2.12) in cash to the holder thereof and (ii) an amount equal to the product of (A) the number of Outstanding In-the-Money Option Shares previously issuable immediately prior to the Effective Time pursuant to such Option multiplied by (B) if applicable, the Additional Per Share Merger Consideration (with respect to each Outstanding In-the-Money Option Share, the “Additional Option Consideration” and together with the Initial Option Consideration, the “Option Consideration”) , payable in accordance with Section 11.12, and (b) with respect to each such Option (or portion thereof) that does not constitute an Outstanding In-the-Money Option Share, such Option (or portion thereof) shall be cancelled by the Company and terminated in full without consideration immediately prior to the Effective Time, . Promptly after the execution of this Agreement and contingent uponconcurrent with the delivery of the Option Surrender Agreement pursuant to Section 2.12, the ClosingCompany shall give notice in writing to each holder of a vested Option (each an “Optionholder” and collectively, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b“Optionholders”) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of outstanding immediately prior to the Effective Time (after giving effect to of, and shall take such actions, including amending the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise priceCompany’s 2002 Stock Incentive Plan and stock option agreements, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes may be required to be paid by facilitate the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementforegoing.

Treatment of Options. Under (i) No Option will be continued, assumed or substituted by the terms Company, Surviving Corporation or Parent at the Effective Time as part of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) Merger. Each unexercised Option outstanding immediately prior to the Effective Time, Time will no longer be exercisable and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at cancelled without any payment therefor except as otherwise provided in this Agreement. At the Effective Time, each Option that is held by Optionholder and outstanding, vested outstanding and unexercised as of immediately prior to the Effective Time shall fully vest and be automatically cancelled, without any future liability to Parent, the Surviving Corporation, the Company or any other Person after the Closing, and converted automatically into the Optionholder’s right to receive an amount in cash, without interest, equal to (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for x) (i) the amount equal to excess, if any, of (A) the product Per Share Merger Consideration payable in respect of the shares of Common Stock underlying such Option over (B) the exercise price of such Option, multiplied by (ii) the number of vested shares of Common Stock issuable pursuant to such Option as of the Closing (the “Per Option Cancellation Payment”), and (y) any Additional Per Option Cancellation Payment, in each case of (x) and (y), upon the amount, if any, terms and subject to the conditions set forth in this Agreement and less all applicable withholding Taxes and subject to reduction for any other amounts that are required or have been authorized by which the Eligible Optionholder to be withheld (1) Per Unit Amount exceeds (2) the per Unit exercise pricefor example, as set forth on contributions to a 401(k) plan). No Optionholder shall be entitled to receive payment of his, her or its Per Option Cancellation Payment or any of his, her or its Additional Per Option Cancellation Payments unless such Optionholder has delivered to the Company prior to the Effective Time a fully executed and completed Omnibus Option Cancellation and Release Agreement, in substantially the form attached hereto as Exhibit AD (the “Omnibus Option Cancellation and Release Agreement”), multiplied by (y) pursuant to which such Optionholder shall acknowledge the number cancellation of Company Units all of his, her or its Options, effective as of the Effective Time, in exchange for his, her or its Per Option Cancellation Payment and any Additional Per Option Cancellation Payment, subject to such the terms and conditions hereof and thereof. Prior to the Closing, the Company shall deliver to each Optionholder their respective Omnibus Option Cancellation and vested Release Agreement for execution and return to the Company prior to the Effective Time. The Equity Incentive Plan shall terminate as of the Effective Time, no holder of Options issued pursuant to the Equity Incentive Plan or any participant in the Equity Incentive Plan shall have any further rights thereunder, and all award agreements under the Equity Incentive Plan shall terminate immediately prior to the Effective Time Time. Prior to the Effective Time, the Company shall take any and in accordance with all action necessary or appropriate under the terms Equity Incentive Plan or otherwise to give effect to this Section 2.6(d) and conditions ensure that none of Parent, the Surviving Corporation or the Company will, as of the Company Effective Time, be bound by any provisions of the Equity Incentive Plan (such amount, the “Option Payment Amount”), plus (ii) the right or otherwise for the Optionholder to receive his issuance or her Additional Pro Rata Share of one or more distributions grant of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case interest in respect of such Option, plus (iii) the right for the Optionholder to receive his shares of Company Capital Stock or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement other rights in respect of such Option. Buyer shall contribute the equity securities of any Company Entity, except the right to receive the applicable Per Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding Cancellation Payments and any Taxes required to be paid Additional Per Option Cancellation Payments contemplated by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to this Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement2.6(d).

Treatment of Options. Under At the Effective Time, without further action from Company or any Company Optionholder, each Company Option that (i) is outstanding and unexercised as of the Effective Time (solely to the extent then-vested after giving effect to any acceleration provided under the terms of the Purchase AgreementCompany Option Plan, conditioned upon execution any individual stock option agreement under which the Company Option was granted, or any exercise of this Agreement discretion by Optionholder, Company to accelerate vesting) shall automatically be cancelled in exchange for the right of such Company Optionholder to receive an amount in cash equal to the product of (ax) the aggregate number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time, and contingent upon, (y) the Closing, the vesting of all unvested Optionsexcess, if any, will be accelerated of (A) the estimated amount payable hereunder in respect of a share of Company Common Stock as set forth in the Consideration Schedule (the “Common Stock Value Amount”) over (B) the exercise price per share of such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Company Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect the “Option Consideration”) and (ii) is outstanding and unexercised as of the Effective Time (solely to the acceleration of vesting extent then-unvested) shall automatically be cancelled without payment therefor and shall cease to exist, and the Company Optionholders of such Company Options pursuant shall cease to have any rights with respect thereto. Notwithstanding the preceding clause (a))foregoing, if the exercise price per share of any Company Option is equal to or greater than Common Stock Value Amount, such Company Option shall be canceled cancelled at the Effective Time in exchange for (i) the amount equal to (A) the product without payment of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan consideration therefor (such amountCompany Options, the “Option Payment AmountUnderwater Options”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions . The applicable portion of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer Closing Option Consideration shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Surviving Company to each holder of a cancelled Company Option in accordance with Section 3.1(f) and the applicable portion of any Additional Option Consideration shall be paid by the Surviving Company within three (3) Business Days following its receipt of such Additional Option Consideration, to each holder of a cancelled Company Option (1) with respect thereto) to Additional Option Consideration payable to Company Optionholders who are current or former non-employee directors of the Company, to the Optionholder account(s) designated by such Company Optionholders by means of wire transfer of immediately available funds (if any, as applicable), and (2) with respect to Additional Option Consideration payable to all other Company Optionholders, through special the Surviving Company’s payroll on system, subject to withholding in accordance with Section 3.4; provided, that, in no event shall any Additional Option Consideration be paid more than five (5) years after the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Date (unless otherwise permitted by Code Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement409A).

Treatment of Options. Under Prior to the terms Closing, the Board of Directors of the Purchase AgreementCompany (or, conditioned upon execution of this Agreement by Optionholderif appropriate, any committee thereof) shall have adopted appropriate resolutions and taken all other actions necessary to provide that each outstanding stock option (aeach an “Option”) heretofore granted under the Company’s Stock Incentive Plan (the “Company Stock Plan”), whether or not currently vested or exercisable at the Effective Time, and which remains outstanding immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested cancelled, no longer be outstanding and exercisable cease to represent the right to acquire Shares and (b) in consideration for such cancellation, each holder of an Option shall, at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior have the right to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time receive an amount in exchange for (i) the amount cash from Parent in respect thereof equal to (A) in the case of Exercisable Options (i) the product of (x) the amounttotal number of Shares subject or related to such Option, and (y) the excess, if any, by which (1) of the Closing Per Unit Share Amount exceeds (2) over the per Unit exercise price or purchase price, as set forth on Exhibit Athe case may be, multiplied by for each Share subject or related to such Option (subject to any applicable withholding taxes, the “Cash Option Payment”), (ii) the Final Adjustment Per Share Amount, if any, to be paid to such Person pursuant to Section 3.3, and (iii) their portion of the Escrow Fund, if any, pursuant to the terms of the Escrow Agreement, (B) in the case of Additional Exercisable Options (i) the product of (x) the total number of Shares subject or related to such Option, and (y) the number excess, if any, of Company Units the Final Per Share Amount over the exercise price or purchase price, as the case may be, for each Share subject to or related to such Option (subject to any applicable withholding taxes, the “Additional Option Payment”), and vested (ii) their portion of the Escrow Fund, if any, pursuant to the terms of the Escrow Agreement, in each case as of if such Option had been exercised and converted into Shares immediately prior to the Effective Time and (C) in accordance with the terms case of Options that are not Exerciseable Options or Additional Exerciseable Options, no amount shall be payable. The Shares and conditions any Company Plan (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 Plan (such amountshall terminate upon the Effective Time. The Company has taken all steps necessary to ensure that the Company is not or will not be bound by any Options, other options, warrants, rights or agreements which would entitle any person, other than the “Option Payment Amount”)current stockholders of Merger Sub or its Affiliates, plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of acquire any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 capital stock of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase AgreementSurviving Corporation.

Treatment of Options. Under the terms Exhibit B sets forth options to acquire shares of the Purchase AgreementCompany’s common stock (“Shares”), conditioned upon execution of this Agreement by Optionholder, (a) immediately prior that have been previously granted to Executive pursuant to the Effective TimeWellcare Holdings, LLC 2002 Employee Option Plan (the “2002 Options”) and contingent uponthe Wellcare Health Plans, Inc. 2004 Equity Incentive Plan (the ”2004 Options” and, together with the 2002 Options, the Closing“Options”), the vesting of all unvested Optionsin each case, if any, will be accelerated such that such Options shall be fully are vested and exercisable on the date hereof. The Options shall remain outstanding and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised exercisable in accordance with their terms. All other unvested equity awards or options to acquire Shares granted to Executive shall be terminated as of immediately prior to the Effective Time (after giving effect to Separation Date. Promptly after, but in any event within ten business days after, any and all exercises of the acceleration Option(s), 40% of vesting the net proceeds of such Options pursuant to exercise(s) (i.e., after taking into account the preceding clause (a)), shall be canceled at payment of the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit applicable exercise price, as set forth on Exhibit A, multiplied by any associated brokerage and interest costs and applicable taxes) (ythe “Escrowed Funds”) shall be deposited in escrow (the number of Company Units subject to such Option “Escrow”) and vested as of immediately prior to the Effective Time and held until paid out in accordance with the terms Escrow Agreement (as hereinafter defined). The parties shall, in good faith, use commercially reasonable efforts to select a mutually agreeable Escrow agent and conditions to negotiate and execute an Escrow Agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit C, with such modifications as the Escrow Agent shall reasonably request, as soon as reasonably practicable after the date hereof. In the event the Escrow Agreement has not been executed by the date Executive exercises any Options, WellCare shall hold the Shares that would have been deposited in the Escrow and deposit such Shares in the Escrow promptly after full execution of the Company Plan Escrow Agreement. The Escrowed Funds shall be paid to Executive in accordance with Section 5 of the Escrow Agreement if, during the period ending on the first anniversary of the Separation Date (or such amountshorter period during which the applicable Covenants contained in each such Agreement apply in accordance with their terms) (the “Restricted Period”), Executive complies with his duties and obligations imposed under this Agreement and under the Restrictive Covenant Agreement, Confidentiality Agreement and Equity Agreements (collectively, the “Option Payment AmountAgreements”) (including, without limitation, the non-competition, non-solicitation, non-interference and confidentiality covenants set forth in the Agreements) (the “Covenants”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of . Without in any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount way limiting other remedies available to the Company, and the Escrowed Funds shall be paid to the Company in accordance with Section 5 of the Escrow Agreement, and Executive will forfeit any right or entitlement to any portion of the Escrowed Funds if, during the Restricted Period, the Executive fails to comply with this Agreement or the Covenants during the Restricted Period. This Section 12 shall pay such supersede and replace the repurchase provisions included in the 2002 Options. For the sake of clarity, any amount (less applicable withholding and any Taxes required that would have been paid to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing Executive pursuant to this Section 2.2 12 shall be paid, in the event of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound byExecutive’s death, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementhis estate or designated beneficiaries.

Treatment of Options. Under Prior to the terms Closing, the Company shall give notice in writing to each holder of an Option (each an “Optionholder” and collectively, the Purchase Agreement“Optionholders”) outstanding immediately prior to the Effective Time (each an “Outstanding Option” and collectively, conditioned upon execution of this Agreement by Optionholder, the “Outstanding Options”) that (a) the vesting of Outstanding Options shall be accelerated immediately prior to the Effective Time as set forth on Company Disclosure Schedule 2.7 and (b) notwithstanding anything to the contrary in the Stock Plans or in any stock option agreement, each Outstanding Option shall be deemed to have been exercised to the extent vested immediately prior to the Effective Time and converted into the right to receive (i) at the Effective Time, an amount equal to the product of (A) the number of shares of Common Stock previously issuable immediately prior to the Effective Time if such Outstanding Option were exercised immediately prior to the Effective Time, and contingent uponmultiplied by (B) the excess of (1) the Closing Per Share Merger Consideration over (2) the exercise price per share of Common Stock previously issuable pursuant to such Outstanding Option (the “Option Consideration”), payable (in accordance with Section 2.11) in cash to the Closingholder thereof, (ii) on each date any amounts are paid to the vesting Exchange Agent pursuant to Section 2.14 of all unvested Optionsthis Agreement, if anyan amount equal to the product of (A) the Per Share Working Capital Distribution Amount, will be accelerated such that such Options shall be fully vested and exercisable and multiplied by (bB) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as number of shares of Common Stock previously issuable immediately prior to the Effective Time (after giving effect if such Outstanding Option were exercised immediately prior to the acceleration of vesting of such Options Effective Time, payable in cash to the holder thereof, without interest thereon, pursuant to this Agreement and the preceding clause Escrow Agreement, and (a)), shall be canceled at the Effective Time in exchange for (iiii) the an amount equal to the product of (A) the product of (x) the amountPer Share Escrow Distribution Amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (yB) the number of Company Units subject to such Option and vested as shares of Common Stock previously issuable immediately prior to the Effective Time and if such Outstanding Option were exercised immediately prior to the Effective Time, payable in accordance with cash to the terms and conditions of the Company Plan (such amountholder thereof, the “Option Payment Amount”)without interest thereon, plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow this Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Escrow Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the The Company shall pay take such amount (less applicable withholding actions, including amending the Stock Plans and any Taxes stock option agreements, as may be required to be paid by facilitate the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreementforegoing.

Treatment of Options. Under the terms As of the Purchase AgreementEffective Time, conditioned upon execution the Company shall cause each In-the-Money Option to be cancelled, and each Optionholder shall have the right to receive, less any required tax withholdings and without interest, from the Surviving Corporation, in respect of this Agreement by Optionholdersuch In-the-Money Option, (a) the In-the-Money Option Cancellation Payment, payable in accordance with Section 2.05, (b) such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and (c) such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement. With respect to any Option that is not an In-the-Money Option, the Company shall cause the cancellation of such Option without any payment or other consideration therefor. As a condition to the receipt of the foregoing consideration provided in this Section 2.03, each holder of an In-the-Money Option shall agree and acknowledge in an option surrender form substantially in the form of Exhibit C hereto (the “Option Surrender Form”), with such modifications as may be necessary, in each case, in a manner reasonably acceptable to Parent, that such holder (A) approves of this Agreement, the Escrow Agreement and all of the arrangements relating thereto, (B) approves the appointment of the Securityholders’ Representative in accordance with the terms of this Agreement, (C) represents and warrants that it is the owner of all such In-the-Money Options free and clear of all Liens and (D) acknowledges that such Optionholder’s portion of the In-the-Money Option Cancellation Payment, such Optionholder’s Pro Rata Share of the Adjustment Amount, payable in accordance with Section 2.06 and such Optionholder’s Pro Rata Share of any portion of the Adjustment Escrow Amount, the Additional Escrow Amount and/or the Securityholders’ Representative Expense Amount that is ultimately released to Securityholders in accordance with the terms of this Agreement and the Escrow Agreement constitutes all of the consideration such Optionholder is entitled to receive with respect to the In-the-Money Options held by such Optionholder. Prior to the Effective Time, the Company shall take all actions necessary to (x) terminate, effective as of immediately prior to the Effective Time, the Equity Incentive Plan and contingent uponany other plan, the Closingprogram, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and or arrangement (bor provision thereof) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for (i) the amount equal to (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (y) the number of Company Units subject to such Option and vested as of immediately prior to the Effective Time and in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his issuance or her Additional Pro Rata Share of one or more distributions grant of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case interest in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share shares of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement.Common Stock,

Treatment of Options. Under As promptly as reasonably practicable after the terms date hereof, the Company shall send a notice (the “Option Notice”) to all Selling Optionholders, which Option Notice shall notify such Selling Optionholder of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior to the Effective Time, and contingent upon, the Closing, the vesting of all unvested Options, if any, will be accelerated such that such Options shall be fully vested and exercisable and (b) at the Effective Time, each Option that is held by Optionholder and outstanding, vested and unexercised as of immediately prior to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for following: (i) that Buyer will not be assuming any Options following the amount equal to Closing or substituting new options therefor and (A) the product of (x) the amount, if any, by which (1) Per Unit Amount exceeds (2) the per Unit exercise price, as set forth on Exhibit A, multiplied by (yii) the number of Company Units subject to such Option and vested as of immediately prior Shares with respect to the Effective Time Options that shall become vested and exercisable at the Closing (whether in accordance with the terms and conditions of the Company Plan applicable Option Agreement or at the discretion of the Company) in connection with the transactions contemplated under this Agreement (each such amountShare, a “Vested Option Share”). Subject to this Section 2.4, at the Closing, the “Option Payment Amount”)Selling Optionholders shall sell, plus (ii) transfer and deliver to Buyer, and Buyer shall purchase and acquire from the right Selling Optionholders, all of the In-the-Money Vested Options in exchange for the In-the-Money Vested Option Transfer Payment, subject to adjustments following the Closing as specified in this Agreement (including release of amounts held in the Adjustment Escrow Account, the Indemnity Escrow Account or the Representative Fund). Each Selling Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any hereby agrees and acknowledges that it (A) Escrow Amount by approves of this Agreement (including the liabilities of such Selling Optionholder set forth in this Agreement), the Escrow Agent due Agreement, the other Ancillary Documents and payable pursuant to all of the Escrow Agreement and the Purchase Agreement and arrangements relating thereto, (B) approves the appointment of the Seller Representative Expense Amount due in accordance with the terms of this Agreement, (C) represents and payable pursuant warrants that it is the owner of all such In-the-Money Vested Options free and clear of all Liens, (D) acknowledges that such Selling Optionholder’s portion of the In-the-Money Vested Option Transfer Payment as set forth in the Estimated Closing Statement constitutes all of the consideration such Selling Optionholder is entitled to receive with respect to the Purchase AgreementIn-the-Money Vested Options held by such Selling Optionholder, subject to adjustments following the Closing as specified in each case this Agreement (including release of amounts held in respect of such Optionthe Adjustment Escrow Account, plus (iii) the right for Indemnity Escrow Account or the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the CompanyRepresentative Fund), and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect theretoE) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount applicable payor will be entitled to withhold Taxes from consideration otherwise payable to such Selling Optionholder pursuant to this Agreement. Each Optionholder further agrees to transfer to Buyer, and Buyer shall acquire from such Selling Optionholder, at the Closing all Options held by such Selling Optionholder other than In-the-Money Vested Options for no additional consideration. Each Selling Optionholder agrees that he, she or it shall not exercise, and the Option Payment Amount may be subject Company agrees that it shall not permit any Selling Optionholder to adjustment at Closing pursuant to Section 2.2 exercise, any Options held as of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject date hereof prior to further adjustment under, Section 2.3 and Section 2.4 the earlier of the Purchase Agreementtermination of this Agreement and the Closing.

Treatment of Options. Under the terms of the Purchase Agreement, conditioned upon execution of this Agreement by Optionholder, (a) immediately prior Prior to the Effective Time, and contingent upon, the Closing, the vesting Company shall take all actions necessary so that all options to purchase shares of all unvested the Company then outstanding (the “Options, if any, will be accelerated such that such Options ”) shall be become fully vested and exercisable and (bwhether or not currently exercisable) and, at the Effective Time, each Option not theretofore exercised shall be cancelled upon the Closing (the “Option Cancellation”) without any future liability to Buyer, the Company or any other Person, and each holder of an Option that is held by Optionholder and outstandingcancelled shall, vested and unexercised as in respect of immediately prior each such Option, be entitled to the Effective Time (after giving effect to the acceleration of vesting of such Options pursuant to the preceding clause (a)), shall be canceled at the Effective Time in exchange for receive (i) at, or as soon as practicable after, the Closing a cash payment in an amount equal to the product of (A) the product excess, if any, of subtracting (x) the amountapplicable Exercise Price of such Option from (y) the Closing Per Share Merger Consideration, multiplied by (B) the number of shares of Common Stock underlying such holder’s Options (such product, the “Closing Option Consideration”) and (ii) the aggregate portion, if any, by which of the Indemnity Escrow Amount, the Special Indemnity Escrow Amount, the Working Capital Escrow Amount, the Shareholders’ Representative Fund Amount and any XL Health Receivables Consideration, in each case paid in respect of such Option at the times set forth and in accordance with this Agreement and the Escrow Agreement (1the amounts in clauses (i) Per Unit Amount exceeds and (2ii) collectively being referred to herein as the per Unit exercise price“Option Consideration” with respect to such Option). The Company shall be entitled to, and shall, deduct and withhold from the amounts otherwise payable to any holder of Options (each an “Optionholder”) pursuant to this Section 1.6(d) such amounts (the “Withholding Amounts”) as the Company is required to deduct and withhold in connection with the Option Cancellation or with respect to the making of such payment under the Code or any provision of any state, local or other U.S. or non-U.S. Tax law and to properly remit such amount to the appropriate Taxing authority, as set forth on Exhibit Ain Section 1.11. To the extent that any Withholding Amounts are so deducted and withheld by the Company, multiplied by (y) the number such Withholding Amounts shall be treated for all purposes of Company Units subject to such Option and vested as of immediately prior to the Effective Time and this Agreement in accordance with the terms and conditions of the Company Plan (such amount, the “Option Payment Amount”), plus (ii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more distributions of any (A) Escrow Amount by the Escrow Agent due and payable pursuant to the Escrow Agreement and the Purchase Agreement and (B) Representative Expense Amount due and payable pursuant to the Purchase Agreement, in each case in respect of such Option, plus (iii) the right for the Optionholder to receive his or her Additional Pro Rata Share of one or more Earnout payments, if any, due and payable pursuant to Section 2.5 of the Purchase Agreement in respect of such Option. Buyer shall contribute the Option Payment Amount to the Company, and the Company shall pay such amount (less applicable withholding and any Taxes required to be paid by the Company with respect thereto) to the Optionholder through special payroll on the Closing Date. Optionholder hereby acknowledges and agrees that the Per Unit Amount and the Option Payment Amount may be subject to adjustment at Closing pursuant to Section 2.2 of the Purchase Agreement. Optionholder further acknowledges and agrees that Optionholder is bound by, and amounts received hereunder are subject to further adjustment under, Section 2.3 and Section 2.4 of the Purchase Agreement1.11.