Common use of Company Options Clause in Contracts

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.

Company Options. As of the Effective Timeclose of business on December 21, 2008: (i) each outstanding option to purchase or acquire shares 4,084,425 Company Ordinary Shares are issuable upon the exercise of Company Common Stock Options under the Company Share Plans, the weighted average exercise price of such Company Options is $4.078, and 2,951,559 Company Ordinary Shares underlying such Company Options are vested and exercisable; (an "Option"ii) granted 1,771,468 Company Ordinary Shares are available for future grant under the Company Share Plans; (iii) no Company Ordinary Shares are issuable under the Company's 1989 Stock Option ’s employee stock purchase plans, if any (the “Company Purchase Plans”); and Stock Appreciation Rights (iv) no Company Ordinary Shares are issuable pursuant to outstanding options to purchase Company Ordinary Shares (A) which were issued other than pursuant to the Company Share Plans and (B) other than shares reserved for issuance under the Company Purchase Plans. Section 3.2(c) of the Company Disclosure Letter sets forth a list of each outstanding Company Option: (a) the particular Company Share Plan (if any) pursuant to which any such Company Option was granted; (b) the "name of the holder of such Company Stock Option; (c) the number of Company Ordinary Shares subject to such Company Option; (d) the exercise price of such Company Option; (e) the date on which such Company Option Plan"was granted; (f) shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a)the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof; (iig) each the date on which such option shall become vested as provided for in Company Option expires; and (h) whether such Company Option is subject to Section 409A of the Code. All Company Ordinary Shares subject to issuance under the Company Stock Option Plan Share Plans and this Agreement. Following the Effective TimeCompany Purchase Plans, each Option shall continue to have, and shall be subject to, upon issuance on the terms and conditions of each agreement specified in the instruments pursuant to which such they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting of any Company Option was subject as a result of the Effective Time Merger (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued whether alone or upon the exercise occurrence of any Option converted pursuant to this Section 2.3(aadditional or subsequent events), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein Company does not maintain any Company Purchase Plans. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of the Effective Timeclose of business on May 1, 2006: (i) each outstanding option to purchase or acquire 4,323,477 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 1996 Stock Option Plan, 1997 Stock Option Plan of Pathlight Technology, Inc., 1999 Team Member Plan, Amended and Restated 1999 Stock Appreciation Rights Incentive Compensation Plan, Outside Directors August 2000 Stock Option Program and 2002 Team Member Retention Stock Option Plan (collectively, the "“Company Stock Option Plan"Plans”) shall be converted into an option to acquire Acquiror Common Stock as provided for (equity or other equity-based awards, other than the Rocksoft retention stock awards described in this Section 2.3(a6.9(b), and (ii) each such option shall become vested as provided for whether payable in cash, shares or otherwise granted under or pursuant to the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject toAgreement as “Company Options”), the terms weighted average exercise price of such Company Options is $9.81 and conditions 2,285,147 such Company Options are vested and exercisable; (ii) 1,350,103 shares of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of Company Common Stock are available for future grant under the Company Stock Option Plan), except that Plans; (iiii) each Option shall be exercisable for that number of whole 5,596,629 shares of Acquiror Company Common Stock equal are issuable under the Amended and Restated 1997 Stock Purchase Plan (the “Company Purchase Plan”); (iv) no shares of Company Common Stock are issuable pursuant to the product of outstanding options to purchase Company Common Stock (A) which are issued other than pursuant to the aggregate Company Stock Option Plans and (B) other than shares reserved for issuance under the Company Purchase Plan; and (v) there are no warrants for the issuance of Company Common Stock. Section 3.2(c) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Option: (a) the particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (c) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Non-Employee Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iid) the exercise price per share of Acquiror Common Stock issuable pursuant such Non-Employee Option, (e) the date on which such Non-Employee Option was granted, (f) the applicable vesting schedule, if any, and the extent to each which such Non-Employee Option shall be equal to is vested and exercisable as of the exercise price per share date hereof, and (g) the date on which such Non-Employee Option expires. All shares of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded subject to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted issuance under the Company Stock Option Plans and the Company Purchase Plan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. There are no further options commitments or agreements of any character to purchase which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or acquire shares upon the occurrence of any additional or subsequent events). As of the end of the most recent bi-weekly payroll period ending prior to the date hereof, the aggregate amount credited to the accounts of participants in the Company Common Purchase Plan was $356,292.90 and the aggregate amount credited to such accounts for such bi-weekly payroll period was $79,942.91. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other awards or similar rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references with respect to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire close of business on the date immediately preceding the date hereof: 1,132,809 shares of Company Common Stock (an "Option") granted were issuable upon the exercise of Options under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company ’s 1990 Stock Option Plan") shall be converted into an option to acquire Acquiror Common , the Company’s 1998 Stock as provided for in this Section 2.3(a)Option Plan, and (ii) each such option shall become vested as provided for in the Company Company’s 2004 Stock Option Plan and this Agreementthe Company’s 2006 Stock Option / Stock Issuance Plan (collectively, the “Option Plans”). Following No options to purchase Company stock are outstanding other than under the Effective TimeOption Plans. Since May 16, 2008, the Company has not granted any Options, shares of Restricted Stock, subscriptions, rights (including stock appreciation rights whether settled in cash or shares of Company Common Stock), warrants to acquire any shares of capital stock, restricted stock, restricted stock units, performance shares, performance share units or other equity based awards or entered into any agreements or commitments of any character obligating it to grant any such securities. Section 4.2(b)(i) of the Disclosure Schedule sets forth a list of each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject outstanding as of the Effective Time close of business on the date immediately preceding the date hereof, including: (including a) the terms and conditions name of the Company Stock Option Plan)holder of such Option, except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Ab) the aggregate number of shares of Company Common Stock for subject to such Option, (c) the exercise price of such Option, (d) the date on which such Option was exercisable at the Effective Time multiplied by granted or issued, (Be) the Exchange RatioOption Plan under which such Option was issued, provided(f) the applicable vesting schedule, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a)if any, and the holder extent to which such Option is vested and exercisable as of an the such date; and (g) the date on which such Option exercisable for expires. All options were granted, with a fractional per share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent price at least equal to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per one share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders date of grant of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the OptionsOption. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire All shares of Company Common Stock subject to issuance under the Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 4.2(b)(ii) of the Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Option in connection with or as a result of the Offer or the Merger (whether alone or upon the occurrence of any additional or subsequent events). Except as set forth in Section 4.2(b)(iii) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, restricted stock, restricted stock unit, profit participation or other awards or similar rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references with respect to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of At the First Effective Time, (i) by virtue of the First Merger, each Company Option outstanding option immediately prior to purchase the First Effective Time shall automatically, without any action on the part of Parent, Merger Sub I, the Company or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall any holder thereof, be converted into and thereafter evidence an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that a number of whole shares of Acquiror Common Stock Parent Shares that is equal to the product of (A) the aggregate number of shares Company Shares subject to such Company Option as of Company Common Stock for which such Option was exercisable at immediately prior to the First Effective Time Time, multiplied by (B) the Exchange Ratio, providedrounded down to the nearest whole number of Parent Shares (after such conversion, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(aan “Exchanged Option”), and the holder of at an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Parent Share underlying such Exchanged Option shall be equal to the quotient obtained by dividing (x) the per share exercise price per share of Company Common Stock under such Option at Options immediately prior to the First Effective Time divided by (y) the Exchange Ratio, rounded up to the nearest whole cent. To the extent that Section 409A or Section 421(a) of the Internal Revenue Code of 1986, as amended (the “Code”), applies to any such Company Option, the foregoing adjustment will be subject to such modifications, if any, as are required to cause the substitution contemplated by this Section 2.08(c) to be made in a manner consistent with Section 409A or Section 421(a) of the Code, as applicable. Except for changes as provided in this Section 2.08(c) or as set forth in Section 2.08(c) of the Company Disclosure Letter or as otherwise set forth in the applicable Company Equity Plan or the award agreement pursuant to which such Company Option was granted, each Exchanged Option shall continue to be governed by the same terms and conditions as were applicable to the Optionscorresponding Company Option immediately prior to the First Effective Time; provided, that Parent shall take all action necessary to cause the term of exercisability of any such Exchanged Option following termination of the holder’s employment or service with the Company, the Initial Surviving Corporation, Surviving Company, Parent or any of their respective affiliates, as applicable (including the acceleration thereof, provided for any termination resulting from or in the Company Stock Option Plan by reason of connection with the consummation of the transactions contemplated herebyContemplated Transactions), to be extended such that such Exchanged Option may be exercised by the assumption and substitution holder thereof until the earlier of Options as provided herein shall not give the holders expiration date of such Options additional benefits or additional (or accelerated) vesting rights which they did not have the Company Option corresponding to the applicable Exchanged Option as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options date hereof or the shares obtainable upon exercise three (3) year anniversary of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 applicable Company Employee’s date of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionstermination.

Company Options. As of the Effective Timeclose of business on May 31, 2005: (i) each outstanding option to purchase or acquire 9,947,621 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock or upon settlement of restricted stock units or common stock equivalents in the form of Company Common Stock under the Company's 1989 ’s 1987 Equity Participation Plan, Amended and Restated 1995 Equity Participation Plan, 2004 Long Term Incentive Plan and Amended and Restated Stock Option and Stock Appreciation Rights Plan for Non-Employee Directors (collectively, the "“Company Stock Option Plan"Plans”) shall be converted into an option (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject toAgreement as “Company Options”), the terms weighted average exercise price of such Company Options is $24.62 and conditions 4,219,928 such Company Options are vested and exercisable; (ii) 6,528,501 shares of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of Company Common Stock are available for future grant under the Company Stock Option Plan), except that Plans and (iiii) each Option shall be exercisable for that number of whole 3,173,195 shares of Acquiror Company Common Stock equal to are issuable under the product Company Purchase Plans. Section 2.2(c)(i) of the Company Disclosure Letter sets forth a list of each outstanding Non-Employee Option: (Aa) the aggregate particular Company Stock Option Plan (if any) pursuant to which any such Non-Employee Option was granted (b) the name of the holder of such Non-Employee Option, (c) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Non-Employee Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iid) the exercise price per share of Acquiror Common Stock issuable pursuant such Non-Employee Option, (e) the date on which such Non-Employee Option was granted or issued, (f) the applicable vesting schedule, if any, and the extent to each which such Non-Employee Option shall be equal to is vested and exercisable as of the exercise price per share date hereof, and (g) the date on which such Non-Employee Option expires. All shares of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded subject to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted issuance under the Company Stock Option PlanPlans and the Company Purchase Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 2.2(c)(ii) of the Company Disclosure Letter, there are no further options commitments or agreements of any character to purchase which the Company is bound obligating the Company to accelerate the vesting of any Company Option as a result of the Merger (whether alone or acquire shares upon the occurrence of Company Common any additional or subsequent events). There are no outstanding or authorized stock appreciation, profit participation or other awards or similar rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references with respect to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock Option (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan"as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a). The term "Option" shall mean any option to purchase or acquire shares of Company Common Stock granted under the Company's 1996 Stock Incentive Plan and 1997 Stock Incentive Plan, and as amended (ii) each such option shall become vested as provided for in the "Company Stock Option Plan and this AgreementPlans"). Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of immediately prior to the Effective Time (including including, in the case of each Option granted under the Company Stock Option Plans, the terms and conditions of the Company Stock Option PlanPlans under which such Option was granted), except that that: (i) each Option (as converted pursuant to this Section 2.3(a)) shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time Time, multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a), ) and the holder of an any Option (as converted pursuant to this Section 2.3(a)) granted under the Company Stock Option Plans otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an such amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitledentitled as determined pursuant to the provisions of the Company Stock Option Plans and the agreement under which such Option was granted (provided that all references in such Company Stock Option Plans and such agreement to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock); and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option (as converted pursuant to this Section 2.3(a)) shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the The assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which that they did not have as of immediately prior to the Effective Time, Time or relieve the holders of such Options of from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new converted options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to AcquirorAcquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action reasonably necessary to reserve for issuance issuance, at all times any converted options provided for in this Section 2.3(a) are outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of such converted Options. The Company will take such action as shall be reasonably necessary (including but not limited to obtaining waivers from holders of Options) so that each Option that was unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable Company Stock Option Plans immediately prior to the OptionsEffective Time shall continue to be subject to such vesting, repurchase, forfeiture or other conditions with respect to the Acquiror Common Stock that may be issuable with respect thereto after the occurrence of the Effective Time or the consummation of the transactions contemplated by this Agreement.

Company Options. As (a) Prior to the Effective Time, Company and its Subsidiaries shall take all actions necessary to ensure that from and after the Effective Time, options to purchase shares of the Company Common Stock (each, a “Company Option”) held by any employee, consultant, independent contractor and director which are outstanding immediately before the Effective Time shall be converted into and become options to purchase shares of Parent Common Stock (each, a “Converted Option”), in each case, on terms substantially identical to those in effect immediately prior to the Effective Time under the terms of the stock incentive plan or other related agreement or award pursuant to which such Company Option was granted. Accordingly, from and after the Effective Time, (i) each outstanding option such Converted Option may be exercised solely to purchase or acquire shares of Company Parent Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a)Stock, and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Parent Common Stock issuable pursuant to each upon exercise of such Converted Option shall be equal to the exercise price per share number of shares of the Company Common Stock that were issuable upon exercise under such the corresponding Company Option at immediately prior to the Effective Time divided multiplied by the Exchange RatioRatio and rounded up to the nearest whole share, (iii) the per share exercise price under such Converted Option shall be determined by dividing the per share exercise price of the corresponding Company Option immediately prior to the Effective Time by the Exchange Ratio and rounded up to the nearest whole cent. Except for changes to , (iv) any restriction on the Optionsexercise of any such Company Option shall continue in full force and effect and the term, including the acceleration thereofexercisability, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption vesting schedule and substitution of Options as provided herein shall not give the holders other provisions of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective TimeCompany Option shall otherwise remain unchanged; provided, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options however, that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The each Company Stock Option Plan shall be assumed by Acquiror Parent in accordance with respect this Section 2.5 shall, in accordance with its terms, be subject to all outstanding Options granted under the Company Stock Option Planfurther adjustment as appropriate to reflect any stock split, and no further options to purchase division or acquire shares subdivision of Company Common shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other awards or rights shall be granted under the Company Stock Option Plan similar transaction after the Effective Time. The duration and other terms of ; provided, further, however, that the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient option price, number of shares purchasable pursuant to each such so Converted Option and the terms and conditions of Acquiror Common Stock for delivery upon the exercise of each such so Converted Option shall be determined in order to comply with Section 409A of the OptionsCode and for any Company Option to which Section 421 of the Code applies by reason of its qualification under any of Sections 422 through 424 of the Code, the option price, the number of shares purchasable pursuant to each such so Converted Option and the terms and conditions of exercise of each such so Converted Option shall be determined in order to comply with Section 424 of the Code.

Company Options. As of the Effective Timeclose of business on March 2, 2006: (i) each outstanding option to purchase or acquire 20,070,455 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 2000 Equity Incentive Plan and the Company’s 1996 Stock Option/Stock Issuance Plan (collectively, the “Option Plans”) (such options, whether payable in cash, shares or otherwise granted under or pursuant to the Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $6.23, and 15,683,189 of such Company Options are vested and exercisable; (ii) 6,301,825 shares of Company Common Stock Appreciation Rights are available for future grant under the Option Plans; (iii) 2,650,228 shares of Company Common Stock are issuable under the Company’s Employee Stock Purchase Plan (the "“ESPP”); and (iv) there are no shares of Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this issuable upon the exercise of outstanding options to purchase Company Common Stock that were not issued under the Option Plans. Section 2.3(a), and (ii2.2(b)(i) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that Disclosure Schedule sets forth a list of each outstanding Company Option: (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate name of the holder of such Company Option; (b) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option; (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iic) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option; (d) the date on which such Company Option shall be equal to was granted or issued; (e) the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption under which such Company Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "Company Option is an “incentive stock options" option” (as defined in Section 422 of the Code) shall or a nonqualified stock option; (f) for each Company Option, whether such Company Option is held by a Person who is not an employee of the Company or any of its Subsidiaries; and (g) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof; (h) the date on which such Company Option expires. All shares of Company Common Stock subject to issuance under the Option Plans and the ESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be effected duly authorized, validly issued, fully paid and nonassessable. Except as set forth in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a2.2(b)(ii) of the CodeCompany Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). The Section 2.2(b)(iii) of the Company Stock Option Plan shall be assumed by Acquiror Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to all the Company. Since the Company’s initial public offering, each outstanding Options Company Option has been granted under with an exercise price no less than the Company Stock Option Plan, and no further options to purchase or acquire fair market value of the shares of Company Common stock or other awards or rights shall be granted under subject to such Company Options on the Company Stock Option Plan after the Effective Time. The duration and other terms date of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsgrant.

Company Options. As of the Effective Timeclose of business on June 1, 2007: (i) each outstanding option to purchase or acquire thirty-nine million six hundred fifty-two thousand five hundred eighty-one (39,652,581) shares of Company Common Stock (an "Option") granted were issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s Amended and Restated 1992 Stock Option Plan and 2002 Stock Appreciation Rights Plan (collectively, the "“Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for Plans” and such options, whether payable in this Section 2.3(acash, shares or otherwise, “Company Options”), ; and (ii) each such option shall become vested as provided except for in Company Common Stock issuable under the Company ESPP, there are no shares of Company Common Stock issuable upon the exercise of outstanding options to purchase Company Common Stock that were not issued under the Company Option Plan Plans. Section 2.2(b)(i) of the Company Disclosure Letter sets forth a list of all Company Options that are exercisable to purchase or receive Company Restricted Stock and this Agreementwhich are outstanding and unexercised as of June 1, 2007. Following Section 2.2(b)(i) of the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions Company Disclosure Letter sets forth a list of each agreement pursuant to which such outstanding Company Option was subject as of the Effective Time close of business on June 1, 2007, including (including a) the terms and conditions name of the holder of such Company Stock Option Plan), except that Option; (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Ab) the aggregate number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option; (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iic) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option; (d) the date on which such Company Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in was granted or issued; (e) the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption under which such Company Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "Company Option is an “incentive stock options" option” (as defined in Section 422 of the Code) shall be effected in or a manner that nonqualified stock option; (f) for each Company Option, whether such Company Option is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) held by a Person who is not an employee of the CodeCompany or any of its Subsidiaries; (g) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof; and (h) the date on which such Company Option expires. The There are no commitments or agreements of any character to which the Company Stock is bound obligating the Company to accelerate the vesting or exercisability of any Company Option Plan shall be assumed by Acquiror as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to all the Company. Except for Company Options pursuant to which optionees were issued Company Restricted Stock, to the Knowledge of the Company, each outstanding Options Company Option has been granted under with an exercise price no less than the Company Stock Option Plan, and no further options to purchase or acquire fair market value of the shares of Company Common stock or other awards or rights shall be granted under Stock subject to such Company Options on the Company Stock Option Plan after the Effective Time. The duration and other terms date of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsgrant.

Company Options. As Each Company Option (or portion thereof) that is outstanding and unvested as of immediately prior to the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") Time shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), accelerated and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreementfully vested. Following At the Effective Time, each such then unexercised and outstanding Company Vested Option shall, by virtue of the Merger, be immediately cancelled and extinguished and the holder thereof shall be entitled to receive upon the terms and subject to the conditions set forth in this Section 2.6 and throughout this Agreement, including the indemnity provisions set forth in Article X, in consideration of such cancellation, for each share of Company Common Stock as to which such Company Vested Option is vested (including accelerated vesting pursuant to the preceding sentence), an amount (the “Company Vested Option Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Option Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. At the Effective Time, all Company Options shall no longer be outstanding and shall automatically cease to exist, and each holder of a Company Option shall continue cease to havehave any rights with respect thereto, and shall be except the rights, in each case subject to, to the terms and conditions of each agreement pursuant this Agreement and the Escrow Agreement, to which such receive the Company Vested Option was subject as Consideration. To the extent permissible by applicable Legal Requirements, any ambiguities will be interpreted so that the payments contemplated under this Section 2.6 are exempt from or comply with Code Section 409A. The payment of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option foregoing amounts shall be exercisable for reduced by any applicable income or employment or other Tax withholding required under the Code or any provision of applicable state, local or foreign Tax Legal Requirements. To the extent that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which amounts are so withheld, such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock withheld amounts shall be issued upon the exercise treated for all purposes of any Option converted pursuant this Agreement as having been paid to this Section 2.3(a), and the holder of an such Company Vested Options. Each Company Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive(or portions thereof) that are unvested, upon exercise thereof, cash (without interest) in an amount equivalent unaccelerated and outstanding immediately prior to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratiotime, rounded to the nearest whole cent. Except for changes to the Optionsif any, including the acceleration thereofwill, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall automatically be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, cancelled and extinguished and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall consideration will be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for delivered in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsexchange therefor.

Company Options. As of the Effective Time, (i) each Company Option that is outstanding option and unexercised immediately prior to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including whether vested or unvested), shall be canceled without any action on the terms part of any holder of such Company Option in consideration for the right to receive, subject to the execution and conditions delivery by the holder of such Company Option of an Option Surrender Agreement with respect thereto and to any withholding in accordance with Section 1.14, in full satisfaction of the rights of such holder with respect thereto, (i) as promptly as reasonably practicable following the Effective Time (but in no event earlier than the first ordinary payroll of the Company Stock Option Planthat is at least ten (10) business days after the Effective Time), except that the cash amount (iwithout interest) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which that are subject to such Company Option was exercisable at the Effective Time (whether or not exercisable), multiplied by the amount by which (A) the portion (if any) of the Closing Merger Consideration allocable to one (1) share of Company Common Stock, as shown on the Allocation Schedule, exceeds (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under subject to such Company Option, plus (ii) as promptly as practicable after any Future Payment becomes payable in accordance with this Agreement and the Escrow Agreement (but in no event earlier than the first ordinary payroll of the Company that is at least ten (10) business days after such Future Payment becomes payable), the cash amount (without interest) equal to the number of shares of Company Common Stock that are subject to such Company Option at the Effective Time divided (whether or not exercisable), multiplied by the Exchange Ratioamount by which (A) the portion of such Future Payment allocable to one (1) share of Company Common Stock, rounded as shown on the Allocation Schedule exceeds (B) (to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason extent not previously deducted) any portion of the consummation exercise price per share of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of Company Common Stock subject to such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of Company Option. Prior to the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably actions necessary to reserve for issuance a sufficient number or desirable in connection with the treatment of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany Options contemplated by this Section 1.13(a).

Company Options. As Each Company Option outstanding as of the effective time of the Stock Split (the “Split Effective Time”) will, (i) each outstanding automatically and without any action on the part of any holder of such Company Option or beneficiary thereof, continue to be an option to purchase or acquire shares of Company Common Stock Ordinary Shares (an "each a “Continuing Option"”) granted under subject to substantially the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the same terms and conditions of each agreement pursuant as were applicable to which such Company Option was subject as of immediately before the Split Effective Time (including the terms expiration date and conditions of the Company Stock Option Planexercise provisions), except that that: (iA) each Continuing Option shall be exercisable for that number of whole shares of Acquiror Common Stock Company Ordinary Shares equal to the product (rounded down to the nearest whole Company Ordinary Share) of (A1) the aggregate number of shares of Company Common Stock for which such Shares subject to the Company Option was exercisable at immediately before the Split Effective Time multiplied by (2) the Split Factor; and (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued per share exercise price for each Company Ordinary Share issuable upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Continuing Option shall be equal to the quotient obtained by dividing (1) the exercise price per share Company Share of such Company Option immediately before the Split Effective Time by (2) the Split Factor; provided, however, that the exercise price and the number of Company Common Stock Ordinary Shares purchasable under such each Continuing Option at the Effective Time divided by the Exchange Ratioshall, rounded to the nearest whole cent. Except for changes to extent applicable, be determined in a manner consistent with the Optionsrequirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, including the acceleration thereoffurther, provided for that in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options case of any obligations or restrictions applicable Company Option to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the exercise price and the number of Company Ordinary Shares purchasable under such Continuing Option shall be effected determined in accordance with the foregoing in a manner that is consistent with continued treatment satisfies the requirements of such Options as "incentive stock options" under Section 424(a) of the Code. The ; and provided, further, that in the case of any Company Stock Option Plan to which Section 102 of the ITO applies, that the exercise price and the number of Company Ordinary Shares purchasable under each Continuing Option shall be assumed by Acquiror determined in a manner consistent with respect to all outstanding Options granted under the Company Stock Option Plan, Incentive Equity Plan and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under in compliance with the Company Stock Option Plan after the Effective Time. The duration and other terms requirements of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsITA.

Company Options. As of the Effective Timeclose of business on April 16, 2010: (i) each outstanding option to purchase or acquire 10,473,594 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 1999 Stock Option Plan, 1999 Non-qualified Stock Option Plan and Stock Appreciation Rights the PaylinX Plan (collectively, the "“Company Stock Option Plan"Plans”) shall be converted into an option (such options, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject toAgreement as “Company Options”), the terms weighted average exercise price of such Company Options is $12.23073 and conditions 5,396,916 such Company Options are vested and exercisable; (ii) 2,603,091 shares of each agreement Company Common Stock are available for future grant under the Company Stock Option Plans; (iii) 120,495 shares of Company Common Stock are issuable under the Company ESPP; and (iv) no shares of Company Common Stock were subject to issuance pursuant to which such Option was subject as of the Effective Time (including the terms and conditions outstanding stock options granted outside of the Company Stock Option Plan)Plans, except that or the Company ESPP. The Company has made available to Parent a list as of April 16, 2010, for each such Company Option: (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate name of the holder of such Company Option, (b) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iic) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option, (d) the date on which such Company Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratiowas granted or issued, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in (e) the Company Stock Option Plan by reason under which such Company Table of the consummation of the transactions contemplated hereby, the assumption Contents Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "Company Option is an “incentive stock options" option” (as defined in Section 422 of the Code) shall be effected in or a manner that non-qualified stock option, (f) for each Company Option, whether such Company Option is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) held by a Person who is not an employee of the CodeCompany or any of its Subsidiaries, (g) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof and (h) the date on which such Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company ESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable. The Company Stock Option Plan shall Plans and the Company ESPP are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options or other compensatory equity-based awards have been or may be assumed by Acquiror granted. Except as set forth in Section 2.2(b) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(b) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of immediately prior to the Effective TimeClosing, and notwithstanding anything to the contrary in the Company’s 2005 Share Incentive Plan (the “Company Equity Plan”) or the applicable option award agreements thereunder, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted Shares under the Company's 1989 Stock Option and Stock Appreciation Rights Company Equity Plan (each a “Company Option”) shall, subject to continued employment as of the "Closing Date, be deemed to be vested as to an additional percentage of the total number of Shares underlying such Company Stock Option Plan"equal to the percentage of such total number of shares as to which such Company Option is otherwise vested immediately prior to the Closing (without regard to this clause (i)), up to a maximum 100% vesting, and as of the Closing Date, (A) each outstanding and unvested Company Option shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a)remain outstanding following the Closing, and (iiB) each holder of a Company Option that is vested as of such option shall date, including Company Options which become vested as provided for in the Company Stock Option Plan and by virtue of this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that clause (i) (each such vested Company Option, a “Vested Option”) shall (except as may otherwise be agreed to in writing by the Company and such holder prior to the Closing Date) be paid in full satisfaction of such Vested Option shall be exercisable for that number of whole shares of Acquiror Common Stock (or such portion thereof) a cash payment in an amount in respect thereof equal to the product of (Ax) the aggregate excess, if any, of the Per Share Consideration over the exercise price of such Vested Option (or such portion thereof) and (y) the number of shares Shares subject to such Vested Option as to which the holder thereof has so elected, less any income or employment tax withholding required under the Code or any provision of Company Common Stock for which foreign, state or local law, and such Vested Option was exercisable at the Effective Time multiplied by (Bor portion thereof) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a)cancelled, and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) ), following the Closing each Company Option that is outstanding and unvested immediately following the Closing shall, subject to continued employment with the Company or any of its Subsidiaries and subject to any accelerated vesting set forth in any applicable option award agreement, continue to vest in equal monthly installments on the last day of each calendar month following the Closing as to 1/60 of the total number of Shares originally underlying such Company Option (or in accordance with the original vesting schedule provided under the Company Equity Plan or the applicable option award agreement, if such schedule results in the option holder becoming vested sooner), until such Company Option is vested as to all Shares subject thereto. The exercise price per share of Acquiror Common Stock issuable pursuant Share subject to each any Vested Option or unvested Company Option that remains outstanding immediately after the Closing shall be equal to the exercise price per share of Share subject to such Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders date of grant of such Options of any obligations Company Option; provided, that, in the event that the Company or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" another “eligible corporation” (as defined in Treas. Reg. Section 422 1.424 -1(a)(2)) undergoes a “corporate transaction” (as defined in Treas. Reg. Section 1.424 -1(a)(3)) at or following the Closing (a “Corporate Transaction”), the exercise price of, and number and type of shares of stock subject to, Company Options that remain outstanding immediately following the Closing shall be adjusted to reflect the effects of such Corporate Transaction in accordance with the requirements of Section 409A of the Code) shall be effected Code and the regulations promulgated thereunder, in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) intended to neither increase nor decrease the value of the Code. The Company Stock Option Plan Options from their value immediately prior to the Closing (it being understood that the transactions contemplated by this Agreement, together with any transactions contemplated by Buyer in connection with the related financing referred to in the Debt Financing Commitment Letters, shall be assumed by Acquiror deemed to constitute one or more such Corporate Transactions and shall result in such an adjustment). Following the Closing, each Company Option as adjusted in accordance with respect the proviso to all outstanding Options granted under the preceding sentence, will otherwise continue to be subject to substantially the same terms and conditions set forth in the Company Stock Option Equity Plan, the applicable option award agreements thereunder and no further options any other relevant documentation in effect immediately prior to purchase or acquire shares the Closing, subject to the requirements of applicable Law. As soon as practicable after the Closing, Buyer shall deliver to the holders of Company Common stock or other awards or Options appropriate notices setting forth such holders’ rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references pursuant to the Company shall be references Equity Plan and the applicable option award agreements thereunder. Prior to Acquiror. Acquiror the Closing, the Company shall take all corporate action reasonably any other actions that are necessary to reserve for issuance a sufficient number give effect to the provisions of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsthis Section 1.8(a) .

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following At the Effective Time, each then outstanding Company Option shall continue to have, and (whether vested or unvested) shall be subject to, canceled and extinguished and (x) automatically converted into the terms and conditions right to receive an amount of each agreement pursuant to which such Option was subject as of the Effective Time cash (including the terms and conditions of the Company Stock Option Plan), except that (iwithout interest) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate number of shares of Company Common Stock for which issuable upon exercise of such Company Option and (b) the excess, if any, of the amount of the Per Share Merger Closing Consideration over the per share exercise price of such Company Option (the “Option Settlement Payments”) and (y) entitle the holder thereof to receive its Specified Percentage (as re-calculated following the Closing pursuant to Section 3.05(d)) of the Escrow Amount and Expense Fund Amount (if any), without interest, as set forth on the Company Holder Payment Schedule to the extent released to such holder pursuant to Section 3.13(e), Section 9.10 and Section 10.16(f) (such payments, the “Option Additional Payments”); provided, however that the per share exercise price of such Company Option shall be deducted from the Option Additional Payments to the extent such exercise price has not been previously taken into account in determining either the Option Settlement Payments or any previous Option Additional Payments (such Option was exercisable Additional Payments, together with the Option Settlement Payments, the “Aggregate Option Payments”). The Surviving Corporation shall distribute all Option Settlement Payments owing to an Optionholder pursuant to the Company Holder Payment Schedule, without interest, at or promptly after the Effective Time multiplied (but in no event later than four (4) Business Days after the Effective Time) by (B) the Exchange Ratiocheck, provided, however, that no fractional shares direct deposit or wire transfer of Acquiror Common Stock shall be issued upon the exercise of any Option converted immediately available funds. All amounts payable to an Optionholder pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock 3.03 shall be entitled subject to receive, upon exercise thereof, cash (without interesti) in an amount equivalent to the fair market value at the time delivery by such Optionholder of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; any Optionholder Commitment Letter and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided reduction by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options any applicable Tax withholding amounts as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options3.09.

Company Options. As of the Effective Time, (iSection 2.2(c) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number Schedule sets forth a list of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of all outstanding Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration names and positions of the respective holders thereof, provided the number and type of securities issuable upon exercise, the exercise price for such underlying securities, the plan or arrangement pursuant to which the Company Options were granted, and the vesting status of such Option Grants (including the number of shares vested and unvested to date and a description of all circumstances in which the vesting schedule can or will be accelerated). The Company shall deliver an updated copy of such list at the Closing current as of the Closing Date. All Company Options have been issued to employees and consultants pursuant to the Company’s 2000, 2001 or 2002 Stock Option Plans (collectively, the “Company Plans”). All Company Options issued pursuant to the Company Plans (and all shares of Company capital stock issued upon exercise thereof) were issued in compliance with the terms and requirements of the applicable Company Plans and the requirements of applicable federal, state and foreign securities laws, except with respect to Company Options issued pursuant to the Company’s 2002 Stock Option Plan which were issued without compliance with state securities or “blue sky” requirements for such issuance. Except as set forth in Section 2.2(c) or elsewhere in the Company Stock Option Plan by reason Schedule, there are no other outstanding Company Options or oral or written agreements, arrangements or understandings to which the Company is a party requiring the Company to issue any Company Options or any securities or rights exercisable or exchangeable for, or convertible into, shares of Company capital stock or other voting securities. The terms of each of the consummation Company Plans permit the cancellation and extinguishment of all outstanding Company Options as contemplated by this Agreement, without the consent or approval of such holders of Company Options, the shareholders of the transactions contemplated herebyCompany or otherwise, and such action will not result in any acceleration of the assumption and substitution of Options as provided herein shall not give exercise schedule or vesting provisions, or otherwise result in any changes in or to the holders terms, of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Codeagreements or arrangements related thereto. The Company Stock Option Plan shall be assumed by Acquiror with respect has provided Parent true and correct copies of all Company Plans and all agreements and arrangements related to all outstanding Options granted or issued under the such Company Stock Option PlanPlans, in each case as amended to date and in effect. There are no further options currently pending or contemplated amendments, modifications or supplemented to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms any of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsEmployee Plans or any such agreements or arrangements.

Company Options. As The Company has reserved 4,469,879 Company Ordinary Shares for issuance under the Company’s Stock Plan, as to which Company Options to purchase an aggregate of 3,645,615 Company Ordinary Shares are outstanding as of the Effective Timedate of this Agreement and Company Options to purchase an aggregate of 824,264 Company Ordinary Shares remain available for future grants as of the date of this Agreement. Section 3.2(b) of the Disclosure Schedule accurately sets forth, with respect to each Company Option that is outstanding as of the date of this Agreement: (i) each outstanding option to purchase or acquire shares the name of the holder of such Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and ; (ii) each the country of residence of the holder of such option shall become vested as provided for in Company Option; (iii) the total number of Company Stock Ordinary Shares that are subject to such Company Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions number of each agreement pursuant Company Ordinary Shares with respect to which such Company Option is immediately exercisable; (iv) the date on which such Company Option was subject as granted and the term of the Effective Time such Company Option; (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Av) the aggregate number of shares of vesting schedule for such Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder status of an such Company Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receiveas fully vested, upon exercise thereof, cash partially vested or unvested; (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iivi) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock Ordinary Share purchasable under such Company Option; (vii) the Stock Plan under which such Company Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the was granted; (viii) whether such Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "is an “incentive stock options" (option” as defined in Section 422 of the Code; (ix) shall be effected in whether such Company Option is subject to Section 409A of the Code; and (x) whether such Company Option was granted under Section 102 or Section 3(i) of the Ordinance, and with respect to Company Options granted under Section 102 whether it was elected to treat such option under the capital gain route or ordinary income route. Each grant of a manner that is consistent with continued treatment Company Option was duly authorized no later than the date on which the grant of such Options Company Option was by its terms to be effective (the “Grant Date”). Each grant of a Company Option has been authorized by all necessary corporate action, including, as "incentive stock options" applicable, approval by the board of directors of the Company or similar body (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents. Each award agreement governing the grant of a Company Option was duly executed and delivered by each party thereto and is in full force and effect. Each grant of a Company Option was made under a Stock Plan and otherwise in accordance with the terms of the Stock Plan pursuant to which such Company Option was granted and all applicable Legal Requirements in all material respects. The per-share exercise price of each Company Option granted to a U.S. Taxpayer was equal to or greater than the fair market value of a Company Ordinary Share Grant Date, as determined in accordance with Section 424(a) 409A of the Code. The All Company Stock Option Plan shall be assumed by Acquiror Options with respect to all outstanding Options granted under Company Ordinary Shares that were ever issued by the Company Stock ceased to vest on the date on which the holder thereof ceased to be an employee of, or a consultant to, any of the Acquired Companies. Each exercise of a Company Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under complied with the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options Stock Plan pursuant to which such Company Option was granted, all Contracts applicable to such Company Option and all Legal Requirements. The Company has Made Available to Purchaser accurate and complete copies of each Stock Plan, each form of agreement used thereunder and each Contract pursuant to which any Company Option is outstanding. True, correct and complete copies of all material tax rulings, opinions, written correspondence and filings by the Company with the ITA relating to each Stock Plans and any awards thereunder have been Made Available to Purchaser. No Company Options have terms or provisions that differ from or are inconsistent in any material respect with such form agreements. Except as provided for in this Section 2.3(a) shall be 1.2, from and after the same as the original Options except that all references Closing, no individual who held a Company Option at any time prior to the Closing will have any rights with respect to such Company shall be references Option. From and after the Closing: (A) no holder of a Vested Option will have any rights with respect to Acquiror. Acquiror shall take all corporate action reasonably necessary such Vested Option other than the right to reserve receive cash in respect thereof as contemplated by Section 1.2(a); (B) no holder of an Unvested Option will have any rights with respect to such Unvested Option other than the right to receive an Unvested RSU Award in respect thereof as contemplated by Section 1.2(b); and (C) no holder of any Underwater Option will have any rights with respect thereto in connection with the Contemplated Transactions or any right or claim arising from the cancellation and termination thereof for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.no consideration as provided in Section

Company Options. As of the Effective Time, Each outstanding Company Option (i) each outstanding option to purchase whether vested or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan"unvested) shall be assumed by the Purchaser and automatically converted into an option to acquire Acquiror for shares of Purchaser Common Stock as provided for in this Section 2.3(a(each, an “Assumed Option”), and (ii) each such option shall become vested as provided for in . Subject to the Company Stock Option Plan and this Agreement. Following the Effective Timesubsequent sentence, each Assumed Option shall continue to have, and shall will be subject to, to the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of set forth in the Company Equity Plan (except any references therein to the Company or Company Stock will instead mean the Purchaser and Purchaser Common Stock, respectively). Each Assumed Option Plan), except that shall: (i) each Option shall be exercisable for that have the right to acquire a number of whole shares of Acquiror Purchaser Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the aggregate number of shares of Company Common Stock for which such the Company Option was exercisable at had the right to acquire immediately prior to the Effective Time Time, multiplied by (B) the Exchange Conversion Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the have an exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, (as rounded up to the nearest whole cent. Except for changes ) the quotient of (A) the exercise price of the Company Option (in U.S. Dollars), divided by (B) the Conversion Ratio; and (iii) be subject to the Optionssame vesting schedule as the applicable Company Option. Notwithstanding the foregoing, including in all cases, the acceleration thereofexercise price and the number of shares of Purchaser Common Stock purchasable pursuant to the Assumed Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, provided for that in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options case of any obligations or restrictions applicable Assumed Option to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the exercise price and the number of shares of Purchaser Common Stock purchasable pursuant to such Assumed Options shall be effected determined in a manner that is consistent accordance with continued treatment the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror Purchaser shall take all corporate action reasonably necessary to reserve for issuance future issuance, and shall maintain such reservation for so long as any of the Assumed Options remain outstanding, a sufficient number of shares of Acquiror Purchaser Common Stock for delivery upon the exercise of such Assumed Option. From and after the OptionsClosing, the Company and the Purchaser shall not issue any new awards under the Company Equity Plan.

Company Options. As In addition to the provisions of Section 3.1, at the Effective Time, (i) each of the then outstanding option to purchase Company Capital Stock, whether vested or acquire shares of unvested, (collectively, the "Company Common Stock (an "OptionOptions") (including all outstanding options granted under the Company's 1989 Stock Option and Stock Appreciation Rights 1999 Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (iiany individual non-plan options not converted pursuant to Section 3.1) each such option shall become vested as provided for in and the Company Stock Option Plan and this Agreement. Following will by virtue of the Effective Time, each Option shall continue to haveMerger, and shall without any further action on the part of any holder thereof, be subject to, the terms assumed by Parent and conditions of each agreement pursuant converted into options to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except purchase that (i) each Option shall be exercisable for that whole number of whole shares of Acquiror Common Parent Series F Preferred Stock equal to determined by multiplying the product of (A) the aggregate number of shares of Company Common Capital Stock for which subject to such Company Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of at an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Parent Series F Preferred Stock issuable pursuant to each Option shall be equal to the exercise price per share of such Company Common Stock under such Option at immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest cent. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Series F Preferred Stock, then the number of shares of Parent Series F Preferred Stock subject to such option will be rounded to the nearest whole centnumber of shares. Except for changes to the Options, including the acceleration thereof, provided for as expressly stated otherwise in the Company Stock Option Plan by reason of the consummation of the transactions contemplated herebythis Agreement, the assumption and substitution of Options Parties agree that the term, exercisability, vesting schedule, vesting commencement date, status as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are an "incentive stock optionsoption" (as defined in under Section 422 of the Code, if applicable, and all other terms and conditions of the Company Options will otherwise be unchanged as a result of the transactions contemplated by this Agreement. Without limiting the foregoing, Company further hereby represents and warrants to Parent that no Company Options shall vest, nor shall the vesting schedule of any Company Options accelerate, as a result of the transactions contemplated by this Agreement, except as follows (the "Accelerated Stock Rights"): (a) shall 75,000 Company Options held by Xxxxxx Xxxxxxxxx; (b) 75,000 Company Options held by Xxxxxxxx Xxxxxxxxx; (c) 20,000 Company Options held by Xxxxxxx Dollar; (d) 75,000 Company Options held by Xxxxxxx Xxxxxxxxxx; (e) 250,000 Company Options held by Xxxxxx Xxxxxx; and (f) 250,000 Company Options held by Xxxxxx Xxxxxx (unless modified by amendment to Xx. Xxxxxx'x employment agreement). Company hereby represents and warrants to Parent that none of the aforementioned persons, other than Xxxxxx Xxxxxx or Xxxxxx Xxxxxx, is now or will be effected as of the Effective Time an employee of Company. Parent agrees that for all Company Options which, pursuant to the Merger are converted into options to acquire Parent Series F Preferred Stock, the Common Stock into which the resulting shares of Parent Series F Preferred Stock are convertible will be included by Parent in any S-8 filing made by Parent with the SEC and as a manner that is consistent with continued treatment result all of such Options as "incentive stock options" under Section 424(aCommon Stock will freely salable without restriction or further registration. Within five (5) days after the IPO, Parent shall recalculate the conversion of the Code. The Company Stock Options by applying the Final Exchange Ratio, such that each Company Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under holder is in the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under same position such holder would have been in had the Company Stock Option Plan after the Final Exchange Ratio been applied at Effective Time. The duration and other terms Time (including without limitation an adjustment of the new options provided for in this Section 2.3(a) shall be Exercise Price using the same as the original Options except that all references to the Company shall be references to AcquirorFinal Exchange Ratio). Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.EXECUTION VERSION

Company Options. As of At the Effective Time, (i) each Company Option that is outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option Company ESOP immediately prior to the Effective Time, whether vested or unvested, shall, automatically and Stock Appreciation Rights Plan (without any required action on the "Company Stock Option Plan") shall part of any holder or beneficiary thereof, be assumed by Acquiror and converted into an option to acquire purchase shares of Acquiror Class A Common Stock as provided for in this Section 2.3(a)(each, and (iian “Assumed Option” ) each such option shall become vested as provided for in under the Company Stock Option Plan and this AgreementAcquiror Equity Incentive Plan. Following the Effective Time, each Each Assumed Option shall continue to have, have and shall be subject to, to substantially the same terms and conditions of each agreement pursuant as were applicable to which such Company Option was subject as of immediately prior to the Effective Time (including the terms expiration date, vesting conditions, and conditions of the Company Stock Option Planexercise provisions), except that (i) each Assumed Option shall be exercisable for that number of whole shares of Acquiror Class A Common Stock equal to the product (rounded down to the nearest whole number) of (A) the aggregate number of shares of Company Common Stock for which such subject to the Company Option was exercisable at immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the per share exercise price per for each share of Acquiror Class A Common Stock issuable pursuant to each upon exercise of the Assumed Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock under subject to such Company Option at immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, rounded to however, that the nearest whole cent. Except for changes to exercise price and the Optionsnumber of shares of Acquiror Class A Common Stock purchasable under each Assumed Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, including the acceleration thereoffurther, provided for that in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options case of any obligations or restrictions applicable Company Option to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the exercise price and the number of shares of Acquiror Class A Common Stock purchasable under such Assumed Option shall be effected determined in accordance with the foregoing in a manner that is consistent with continued treatment satisfies the requirements of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.

Company Options. As of the Effective Time, close of business on the date hereof: (i) each outstanding option to purchase or acquire 45,000 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options, vested and unvested, to purchase Company Common Stock under the Company's 1989 1996 Employee Stock Option and Stock Appreciation Rights Incentive Plan (the "Company Stock Option 1996 Plan") shall be converted into an option to acquire Acquiror and 907,200 shares of Company Common Stock as provided for are issuable upon the exercise of outstanding options, vested and unvested, to purchase Company Common Stock under the Company's 2003 Equity Incentive Plan (the "2003 Plan" and together with the 1996 Plan, the "Option Plans") (such options, whether payable in cash, shares or otherwise granted under or pursuant to the Option Plans are referred to in this Section 2.3(aAgreement as "Company Options"), the weighted average exercise price of such Company Options is nineteen dollars and ninety-one cents ($19.91), and 45,000 of such Company Options under the 1996 Plan and 484,700 of such Company Options under the 2003 Plan are vested and exercisable; (ii) each such option shall become vested as provided no shares of Company Common Stock are available for in future grant under the Company Stock Option 1996 Plan and this Agreement. Following 744,000 shares of Company Common Stock are available for future grant under the Effective Time, each Option shall continue 2003 Plan; and (iii) no shares of Company Common Stock were subject to have, and shall be subject to, the terms and conditions of each agreement issuance pursuant to which such Option was subject as outstanding Company Options outside of the Effective Time (including the terms and conditions Option Plans. Section 3.2(b)(i) of the Company Stock Option Plan)Disclosure Schedule sets forth a list of each outstanding Company Option, except that including: (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iib) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option, (c) the date on which such Company Option shall be equal to was granted or issued, (d) the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption under which such Company Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are Company Option is an "incentive stock optionsoption" (as defined in Section 422 of the Code) shall be effected in or a manner that nonqualified stock option, (e) for each Company Option, whether such Company Option is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) held by a Person who is not an employee of the CodeCompany or any of its Subsidiaries, (f) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof; and (g) the date on which such Company Option expires. The Company Stock Option Plan shall be assumed by Acquiror with respect has delivered to all outstanding Options granted under Parent a correlated list of names of the holders of such Company Stock Option Plan, and no further options to purchase or acquire Options. All shares of Company Common Stock subject to issuance under the Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.2(b)(iii) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other awards or similar rights shall be granted under with respect to the Company. The per share exercise price of each Company Option is not (and is not deemed to be) less than the fair market value of a share of Company Common Stock as of the date of grant of such Company Option. All grants of Company Options were properly approved by the board of directors of the Company Stock Option Plan after the Effective Time. The duration (or a duly authorized committee or subcommittee thereof) in compliance with all Laws and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to recorded on the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number Financials in accordance with GAAP, and no such grants involved any "back dating", "forward dating" or similar practices that date any Company Option as of shares any date other that the date of Acquiror Common Stock for delivery upon the exercise of the Optionsits actual grant.

Company Options. As of the Effective Timeclose of business on April 24, 2007: (i) each outstanding option to purchase or acquire 1,193,747 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 1995 Non-Employee Directors’ Stock Option Plan, as amended, 1988 Equity Incentive Plan, as amended, and Stock Appreciation Rights 2002 Equity Incentive Plan (together, the "“Company Stock Option Plan"Plans”) shall be converted into an option (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions Agreement as “Company Options”); (ii) 203,953 shares of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of Company Common Stock are available for future grant under the Company Stock Option Plan), except that Plans; (iiii) each Option shall be exercisable for that number of whole no shares of Acquiror Company Common Stock equal are issuable pursuant to outstanding options to purchase Company Common Stock which are issued other than pursuant to the product Company Stock Option Plans; and (iv) there are no warrants for the issuance of Company Common Stock. Section 3.2(b) of the Company Disclosure Letter sets forth a list of each outstanding Company Option: (Aa) the aggregate particular Company Stock Option Plan (if any) pursuant to which any such Company Option was granted (b) the name of the holder of such Company Option, (c) the number of shares of Company Common Stock for subject to such Company Option, (d) the exercise price of such Company Option, (e) the date on which such Company Option was exercisable at the Effective Time multiplied by granted or issued, (Bf) the Exchange Ratioapplicable vesting schedule, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a)if any, and the holder extent to which such Company Option is vested and exercisable as of an April 30, 2007, and (g) the date on which such Company Option exercisable for a fractional share expires. All shares of Acquiror Company Common Stock shall be entitled subject to receiveissuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. All options to purchase Company Common Stock outstanding as of the date hereof or issued by the Company in the last five years have been issued at exercise thereof, cash (without interest) in an amount equivalent prices at least equal to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at on the Effective Time divided by the Exchange Ratio, rounded date of grant. There are no commitments or agreements of any character to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in which the Company Stock is bound obligating the Company to accelerate the vesting of any Company Option Plan by reason as a result of the consummation of Merger (whether alone or upon the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options occurrence of any obligations additional or restrictions applicable to their Options subsequent events). There are no outstanding or the shares obtainable upon exercise of the Options. The adjustment provided for herein authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the CodeCompany. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding has not issued any Company Options granted under the Company Stock Option Plansince April 2, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options2007.

Company Options. As of the Effective Timeclose of business on April 24, 2007: (i) each outstanding option to purchase or acquire 1,193,747 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 1995 Non-Employee Directors' Stock Option Plan, as amended, 1988 Equity Incentive Plan, as amended, and Stock Appreciation Rights 2002 Equity Incentive Plan (together, the "“Company Stock Option Plan"Plans”) shall be converted into an option (equity or other equity-based awards, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions Agreement as “Company Options”); (ii) 203,953 shares of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of Company Common Stock are available for future grant under the Company Stock Option Plan), except that Plans; (iiii) each Option shall be exercisable for that number of whole no shares of Acquiror Company Common Stock equal are issuable pursuant to outstanding options to purchase Company Common Stock which are issued other than pursuant to the product Company Stock Option Plans; and (iv) there are no warrants for the issuance of Company Common Stock. Section 3.2(b) of the Company Disclosure Letter sets forth a list of each outstanding Company Option: (Aa) the aggregate particular Company Stock Option Plan (if any) pursuant to which any such Company Option was granted (b) the name of the holder of such Company Option, (c) the number of shares of Company Common Stock for subject to such Company Option, (d) the exercise price of such Company Option, (e) the date on which such Company Option was exercisable at the Effective Time multiplied by granted or issued, (Bf) the Exchange Ratioapplicable vesting schedule, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a)if any, and the holder extent to which such Company Option is vested and exercisable as of an April 30, 2007, and (g) the date on which such Company Option exercisable for a fractional share expires. All shares of Acquiror Company Common Stock shall be entitled subject to receiveissuance under the Company Stock Option Plans, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. All options to purchase Company Common Stock outstanding as of the date hereof or issued by the Company in the last five years have been issued at exercise thereof, cash (without interest) in an amount equivalent prices at least equal to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at on the Effective Time divided by the Exchange Ratio, rounded date of grant. There are no commitments or agreements of any character to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in which the Company Stock is bound obligating the Company to accelerate the vesting of any Company Option Plan by reason as a result of the consummation of Merger (whether alone or upon the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options occurrence of any obligations additional or restrictions applicable to their Options subsequent events). There are no outstanding or the shares obtainable upon exercise of the Options. The adjustment provided for herein authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the CodeCompany. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding has not issued any Company Options granted under the Company Stock Option Plansince April 2, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options2007.

Company Options. Section 2.2(c) of the Company Schedule sets forth a list of all outstanding Company Options, including the names and positions of the respective holders thereof, the number and type of securities issuable upon exercise, the exercise price for such underlying securities, the plan or arrangement pursuant to which the Company Options were granted, whether such Company Options are incentive stock options within the meaning of Section 422 of the Code (“ISOs”) or options that are not ISOs, and the vesting status of such Company Options (including the number of shares vested and unvested to date and a description of all circumstances in which the vesting schedule can or will be accelerated). The Company shall deliver an updated copy of such list at the Closing current as of the Closing Date. All Company Options have been issued to directors, employees and consultants of the Company pursuant to the Company’s 2001 Stock Incentive Plan or the 1999 Stock Option Plan (collectively, the “Company Plans”). As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject todate hereof, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate total number of shares of Company Common Stock authorized for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted issuance pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent Company Options granted pursuant to the fair market value at the time Company Plans is 4,754,000, of exercise of the fractional share of Acquiror Common Stock which Company Options to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share purchase 4,221,416 shares of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole centcurrently are issued and outstanding. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined set forth in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a2.2(c) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to Schedule, all outstanding Company Options granted under pursuant to the Company Stock Option Plan, Plans (and no further options to purchase or acquire all shares of Company Common Stock issued upon exercise thereof) were issued in compliance with the terms and requirements of the applicable Company Plans and the requirements of applicable federal, state and foreign securities laws. There are no other outstanding Company Options or oral or written agreements, arrangements or understandings to which the Company is a party requiring the Company to issue any Company Options or any securities or rights exercisable or exchangeable for, or convertible into, shares of Company capital stock or other awards or rights shall be granted under voting securities. The terms of each of the Company Stock Option Plan after Plans contemplate the Effective Timeassumption by Parent of all outstanding Company Options as contemplated by this Agreement, without the consent or approval of such holders of Company Options, and, except as set forth in Section 2.2(c) of the Company Schedule, such action will not result in liability of the Company or Surviving Entity or any acceleration of the exercise schedule or vesting provisions, or otherwise result in any changes in or to the terms, of such Options or the agreements or arrangements related thereto. The duration Company has provided Parent true and other terms correct copies of all Company Plans and all agreements and arrangements related to or issued under such Company Plans, in each case as amended to date and in effect. There are no currently pending or contemplated amendments, modifications or supplements to any of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to Company Plans or any such agreements or arrangements. No subsidiary of the Company shall be references has any options or similar rights to Acquiror. Acquiror shall take all corporate action reasonably necessary acquire capital stock or other securities authorized, issued or outstanding, nor has any such subsidiary entered into any agreement, arrangement or implemented any stock incentive, stock option or other plan or arrangement pursuant to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionswhich such subsidiary may or is obligated to issue any such options or other securities.

Company Options. As of Effective fifteen (15) Business Days prior to, and conditional upon the occurrence of, the Effective Time, each holder of an outstanding Company Option that qualifies as an incentive stock option, taking into account any acceleration of exercisability pursuant to this Section 3.7, within the meaning of Section 422(b) of the Code, whether vested or unvested, shall be entitled to exercise any portion of such Company Option that is so qualified in full by providing the Company with a notice of exercise and full payment of the applicable exercise price in accordance with and subject to the terms of the applicable Company Stock Plan and the stock option award agreement governing the Company Option. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof or the Company, (i) the vesting of each Company Option that remains outstanding option as of immediately prior to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") Effective Time shall be converted into an option to acquire Acquiror Common Stock as provided for accelerated in this Section 2.3(a), full and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject canceled as of the Effective Time (including and converted into the terms and conditions of the Company Stock Option Planright to receive, subject to Section 3.8(e), except that an amount in cash (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock without interest), equal to the product of obtained by multiplying (Ax) the aggregate number of shares of Company Common Stock for which Shares underlying such Company Option was exercisable at immediately prior to the Effective Time multiplied (after taking into account any exercise pursuant to the preceding sentence), by (By) the Exchange Ratioamount, providedif any, howeverby which the Offer Price exceeds the per share exercise price of such Company Option (the “Option Consideration”). For the avoidance of doubt, that no fractional shares of Acquiror Common Stock Option Consideration shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein payable with respect to any Options Company Option so canceled with a per share exercise price that are "incentive stock options" (as defined in Section 422 equals or exceeds the amount of the CodeOffer Price. Parent shall, or shall cause the Surviving Corporation or a Subsidiary of the Surviving Corporation to, pay through Parent’s, the Surviving Corporation’s or the applicable Subsidiary’s payroll to the former holders of Company Options who are current or former employees of the Company, the applicable Option Consideration, less any required withholding Taxes payable in respect thereof pursuant to Section 3.8(e), as promptly as practicable following the Effective Time (and in no event later than ten (10) Business Days thereafter). All payments of Option Consideration to former holders of Company Options who are not current or former employees shall be effected made through Parent’s, the Surviving Corporation’s or the applicable Subsidiary of Surviving Corporation’s accounts payable, less any required withholding Taxes payable in a manner that is consistent with continued treatment of such Options respect thereof pursuant to Section 3.8(e), as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after promptly as practicable following the Effective Time. The duration Time (and other terms of the new options provided for in this Section 2.3(ano event later than ten (10) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsBusiness Days thereafter).

Company Options. As Following the Share Split, each Company Option will be subject to the same terms and conditions set forth in the Company Equity Plan and the corresponding option agreement for the Company Options, including, without limitation, vesting conditions, as had applied to the corresponding Company Option as of immediately prior to the Effective Time, Share Split; provided that each Company Option shall: (i) each outstanding option have the right to purchase or acquire shares a number of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock Class B Ordinary Shares equal to (as rounded down to the nearest whole number) the product of (A) the aggregate number of shares of Company Common Stock for Ordinary Shares which such the Company Option was exercisable at had the Effective Time right to acquire immediately prior to the Share Split, multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the have an exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, (as rounded up to the nearest whole cent. Except for changes ) the quotient of (A) the exercise price of the Company Option (in U.S. Dollars) immediately prior to the OptionsShare Split, including divided by (B) the acceleration thereofExchange Ratio. Notwithstanding the foregoing, provided for in all cases, the exercise price and the number of Company Class B Ordinary Shares purchasable pursuant to the Company Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, that in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options case of any obligations or restrictions applicable Company Option to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the exercise price and the number of Company Class B Ordinary Shares purchasable pursuant to such Company Options shall be effected determined in a manner that is consistent accordance with continued treatment the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance future issuance, and shall maintain such reservation for so long as any of the Company Options remain outstanding, a sufficient number of shares of Acquiror Common Stock Company Class B Ordinary Shares for delivery upon the exercise of such Company Option. From and after the OptionsClosing, the Company shall not issue any new awards under the Company Equity Plan.

Company Options. As Effective as of the Effective TimeDate, all outstanding options (ieach a "Company Option" and, collectively, the "Company Options") each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted held by employees of the Company, whether or not such options are then exercisable, shall be assumed by Parent and shall be exercisable upon the same terms and conditions as under the Company's 1989 Stock Option applicable option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an stock option to acquire Acquiror Common Stock as provided for in this Section 2.3(a)or stock incentive plan, and (ii) except that each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that a whole number of whole shares of Acquiror Common Parent Stock equal to the product of (Aa) the aggregate number of shares of Company Common Stock for which such Option was exercisable at subject to the Effective Time Company Option, multiplied by (Bb) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon Ratio (such product rounded down to the exercise of any Option converted pursuant to this Section 2.3(anearest whole number) (a "Replacement Option"), and the holder of at an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, (rounded to the nearest whole cent. Except ) equal to (y) the aggregate exercise price for changes to the Options, including the acceleration thereof, provided for in the shares of Company Stock which were purchasable pursuant to such Company Option Plan divided by reason (z) the number of full shares of Parent Stock subject to such Replacement Option in accordance with the consummation of foregoing. As is contemplated by the transactions contemplated herebyforegoing, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" each Company Option (as defined in Section 422 of the Code) shall be effected adjusted in a manner that is consistent accordance with continued treatment the requirements of such Options as "incentive stock options" under Section 424(a) 424 of the Code. The Company reserves the right to amend any of the 1997 Stock Incentive Plan of the Company, the 1995 Stock Incentive Plan of the Company or the 1991 Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under of the Company (each, a "Stock Option Plan" and collectively, and no further the "Stock Plans") to provide for accelerated vesting of options to purchase held by employees of the Company, whether or acquire shares of Company Common stock or other awards or rights shall be granted under not exercisable, upon (i) termination by the Company without cause; (ii) termination with good reason by the holder; (iii) retirement after age 62 or (iv) termination by reason of death or disability and further to provide that if any such event shall occur then the holder shall have 90 days following termination, retirement, death or disability in which to exercise such options. Any such amendment or modification of a Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to by the Company shall be references not give rise to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number covenant default under Section 5.2 of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsthis Agreement.

Company Options. As (a) No fewer than five (5) days prior to the Closing Date, the Company shall have caused all outstanding and unexercised options to purchase shares of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Company Stock Option and Stock Appreciation Rights Plan (each, a “Company Option”) to have accelerated so as to be fully vested and exercisable (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a“Acceleration”). Upon such Acceleration, and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following shall have caused each holder of Company Options to have exercised such Company Options (the “Mandatory Exercise”) by the Company’s administration of a cashless exercise program, such that, prior to the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions holder of each agreement pursuant to which such Option was subject as Company Options becomes a holder of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate applicable number of shares of Company Common Stock for which in accordance with the Company Stock Plan; provided, that each holder of Company Options that chooses a cashless exercise shall exercise such Option was exercisable at the Effective Time multiplied by Company Options as follows: (Bi) the Exchange Ratio, provided, however, that no fractional shares Company shall offset against the exercise a number of Acquiror Company Common Stock shall be issued upon which, when valued at Fair Market Value (as defined in the Company Stock Plan) on the date of exercise, equals the exercise price of any Option converted pursuant to this Section 2.3(a)such Company Options, and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Company shall withhold from the Company Common Stock issuable pursuant to each Option shall be equal to the exercise price per share issued upon such exercise, a number of shares of Company Common Stock under such Option which, when valued at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for Fair Market Value (as defined in the Company Stock Option Plan Plan) on the date of exercise, equals the total tax obligations required to be withheld or paid pursuant to any Federal, State or local tax or revenue laws or regulations, as may be determined by reason the Company. A holder of Company Options may also exercise its Company Options by means of payment of cash to the consummation of the transactions contemplated herebyCompany, in which case, the assumption and substitution of Options as provided herein shall not give the holders exercise of such Company Options additional benefits or additional (or accelerated) vesting rights which they did not have as of shall be administered in accordance with the Effective TimeCompany Stock Plan, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein including with respect to any Options that are "incentive stock options" applicable withholding. In each case of a cashless or cash exercise pursuant to this Section 3.2, the Company shall deliver a schedule (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a“Company Option Proposed Schedule”) of its proposed calculations (broken out by Company Option holder) to Buyer at least five (5) Business Days prior to the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option PlanMandatory Exercise, and no further options Buyer shall have the right to purchase or acquire review and approve the number of shares of Company Common stock or other awards or rights shall be granted under Stock issued to each such holder of Company Options (as so approved, the “Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsFinal Schedule”).

Company Options. As Each Company Option (whether vested or unvested) that is unexpired, unexercised and outstanding as of immediately prior to the Effective TimeTime shall be cancelled and extinguished, (i) each outstanding and no such Company Option shall be substituted with any equivalent option or right to purchase or otherwise acquire shares any Acquirer Common Stock or other Equity Interests of Acquirer. Upon cancellation thereof, each such Company Option that has an exercise price less than the Per Share Closing Total Value (each, an “In-the-Money Company Option”) shall be automatically converted into the right to receive, subject to and in accordance with Section 1.4, in each case in cash without any interest payable thereon: (A) the Option Consideration; plus (B) in the event any Excess Amount becomes payable to Company Securityholders pursuant to Section 1.6(f), the portion of such Excess Amount payable in respect of each such Company Option in accordance with this Agreement; plus (C) in the event any Milestone Payment becomes due to the Company Securityholders pursuant to Section 1.7, the portion of such Milestone Payment payable in respect of each such Company Option in accordance with Section 1.7. Each Company Option that is not an In-the-Money Company Option (an “Out-of-the-Money Company Option”) shall be cancelled and extinguished without consideration and without any present or future right to receive any portion of the Merger Consideration. If, however, after giving effect to any Excess Amount or Milestone Payment required to be paid to the Company Securityholders, as and when such payments are required to be made, any such Company Option that was an Out-of-the-Money Company Option at the Closing would no longer be an Out-of-the-Money Company Option (because the sum of the Per Share Closing Total Value and such portion of the Excess Amount or Milestone Payment payable in respect of each share of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Company Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Plan), except that (i) each Option shall be is exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) is greater than the exercise price per share of Acquiror Common Stock issuable pursuant to each Option such Company Option), then, as of the date of payment of such Excess Amount or Milestone Payment: (1) the holder thereof shall be equal eligible to receive the amounts contemplated by clauses (B) and (C) above, as applicable; and (2) the Securityholders’ Agent shall, based on the information provided in the Spreadsheet, recalculate all applicable amounts and each Company Securityholder’s Milestone Pro Rata Share (which recalculation shall include such former Out-of-the-Money Company Options in the Fully Diluted Company Capital Stock and shall take into account the aggregate exercise price per share of such former Out-of-the-Money Company Common Stock under Options and all prior distributions of Merger Consideration made to Company Securityholders, and the resulting changes in amounts payable following the time such Company Option at ceases to be an Out-of-the-Money Company Option and becomes an In-the-Money Company Option to all Company Securityholders) and update the Effective Time divided by Spreadsheet or Milestone Payment Schedule, as applicable, and promptly provide or cause to be provided the updated Spreadsheet or Milestone Payment Schedule, as applicable, to Acquirer and the Exchange Ratio, rounded to the nearest whole centAgent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason The payment of the consummation Option Consideration, Excess Amount or Milestone Payments, or release of any portion of the transactions contemplated herebyAdjustment Escrow Funds, the assumption and substitution Indemnity Escrow Funds or Expense Fund to any holder of Employee Options shall be paid at such time(s) as provided herein shall not give in this Agreement to Acquirer or the Surviving Corporation for further payment to the holders of such Employee Options additional benefits through Acquirer’s or additional (or accelerated) vesting rights which they did not have the Surviving Corporation’s payroll processing system, as described in Section 1.4, net of applicable Tax withholding and deductions pursuant to Section 1.9, and in respect of Non-Employee Options, shall be paid to the Effective Time, or relieve Exchange Agent for further payment to the holders of such Options Non-Employee Options, provided that, as a condition to payment of any obligations or restrictions applicable amount owed to their a holder of Non-Employee Options or the shares obtainable upon exercise in respect of the Non-Employee Options. The adjustment provided for herein with respect to any , each such holder of Non-Employee Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references must have first delivered to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon Exchange Agent the exercise of the OptionsExchange Documentation.

Company Options. As of (a) Except as provided in Section 4.1(c), the Effective TimeBuyer shall, at the Closing, cause each Unvested Company Option, except for Unvested Company Options which by their terms are scheduled to vest on January 1, 1997, to be assumed by the Buyer and converted to a Buyer Option (i) each outstanding or a new substitute option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(agranted), issued under and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Buyer Option Plan), except . The Parties agree that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Buyer Common Stock for which subject to such Buyer Option was exercisable at will be determined by multiplying the Effective Time multiplied number of the Company Shares subject to the Unvested Company 37 42 Option to be cancelled by (B) the Option Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of rounding any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent up to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; nearest whole share, and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Buyer Option will be $0.01 per share. Except as provided above, the converted or substituted Buyer Options shall be equal subject to the same terms and conditions (including, without limitation, expiration date, vesting and exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded provisions) as were applicable to the nearest whole cent. Except for changes Unvested Company Options to be cancelled under this Section 4.1(a) immediately prior to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason Closing Date. The issuance of the consummation of the transactions contemplated hereby, the assumption and substitution of Buyer Options as provided herein shall be subject to, and conditioned upon, obtaining an exemption by the Israeli Securities Authority from the registration and prospectus delivery requirements of the Israeli Securities laws. In the event such exemption is not give obtained prior to the Closing, unless the Buyer elects to comply with the requirements of the Israeli Securities laws, all Unvested Company Options to be cancelled under this Section 4.1(a) held by the 30 persons holding the greatest aggregate amount of such Unvested Company Options (other than the persons holding the Unvested Company Options described in Section 4.1(c)) shall be treated as provided in this Section 4.1(a) and exchanged for Buyer Options and the remaining Unvested Company Options shall be treated in the same manner as the Vested Company Options pursuant to Section 4.1(d). The Company, the Trustee, the Stockholders (to the extent they are holders of such Options additional benefits or additional (or acceleratedCompany Options) vesting rights which they did not have as and the Buyer shall take all necessary action to facilitate and effect the substitution described in this Section 4.1(a). Based upon and subject to the accuracy of the Effective TimeCompany's representation and warranty set forth in Section 3.2(o)(v), the Buyer will apply to qualify such Buyer Options issued to employees of the Company who are residents of Israel (including Buyer Options issued under Section 4.1(c)) under Section 102 or relieve another similar provision of the holders Israeli Income Tax Ordinance and to obtain confirmation from the Israeli tax authorities that tacking of the holding period shall be allowed with respect to the two-year holding period required under Section 102 for such periods in which Unvested Company Options were held before the Closing Date; provided, that the Buyer shall not be required to agree to any change in any of the economic terms of such Options options as established by this Section 4.1(a) (including, without limitation, identity of any obligations or restrictions applicable employer, number of shares, exercise price and vesting provisions) in order to their Options or obtain such qualification. In the event such qualification is not obtained, the Buyer agrees to loan to each holder of an Unvested Company Option that is converted into a Buyer Option pursuant to paragraphs (a) and (c) of this Section 4.1 an amount of cash equal to the amount of taxes such holder is required to pay directly as a result of such conversion contemplated in Section 4.1(a). Such loans shall (i) be made in NIS, (ii) be linked to the Israeli consumer price index and (iii) be payable upon the earlier of the sale of shares obtainable of Buyer Common Stock issued upon exercise of the Options. The adjustment provided for herein with respect to any Buyer Options that are "incentive stock options" (as defined in Section 422 of or the Code) shall be effected in a manner that is consistent with continued treatment transfer of such Options as "incentive stock options" under Section 424(a) of shares from the Code. The Company Stock Trustee to the Option Plan shall Holder, provided that in any event such repayment will be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and due no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan later than two years after the Effective Time. The duration and other terms of date on which the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.Buyer

Company Options. As of the Effective Timeclose of business on November 10, 2005: (i) each outstanding option to purchase or acquire 11,531,827 shares of Company Common Stock (an "Option") are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company’s 2000 Supplemental Stock Option Plan, Amended and Restated 1993 Stock Option Plan, and the Company’s Amended and Restated 2002 Equity Incentive Plan and upon the exercise of outstanding options that were assumed by the Company in connection with various acquisitions and that were granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan stock option plans listed on Section 2.2(c)(i) of the Company Disclosure Schedule (collectively, the "“Company Stock Option Plan"Plans”) shall be converted into an option (such options, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plans are referred to in this Agreement as “Company Options”), the weighted average exercise price of such Company Options is $2.59 and 4,291,923 such Company Options are vested and exercisable; (ii) 2,621,819 shares of Company Common Stock are available for future grant under the Company Stock Option Plans; (iii) 667,970 shares of Company Common Stock are issuable under the Company Purchase Plan and this Agreement. Following the Effective Time, each Option shall continue (iv) 1,675,000 shares of Company Common Stock were subject to have, and shall be subject to, the terms and conditions of each agreement issuance pursuant to which such Option was subject as of the Effective Time (including the terms and conditions outstanding Company Options outside of the Company Stock Option Plan)Plans. Section 2.2(c)(i) of the Company Disclosure Schedule sets forth a list as of November 10, except that 2005 of each outstanding Company Option: (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate name of the holder of such Company Option, (b) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iic) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option, (d) the date on which such Company Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratiowas granted or issued, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in (e) the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption under which such Company Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "Company Option is an “incentive stock options" option” (as defined in Section 422 of the Code) shall be effected in or a manner that nonqualified stock option, (f) for each Company Option, whether such Company Option is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) held by a Person who is not an employee of the CodeCompany or any of its Subsidiaries, (g) the extent to which such Company Option is vested and exercisable as of November 10, 2005 and (h) the date on which such Company Option expires. The All shares of Company Common Stock Option Plan shall be assumed by Acquiror with respect subject to all outstanding Options granted issuance under the Company Stock Option Plans and the Company Purchase Plan, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and nonassessable. Section 2.2(c)(ii) of the Company Disclosure Schedule sets forth all commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(c)(iii) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company Purchase Plan for, and as of, the end of the payroll period ending October 31, 2005. There are no further options to purchase outstanding or acquire shares of Company Common authorized stock appreciation, phantom stock, profit participation or other awards or similar rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references with respect to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As of Each Company Option that is unexpired, unexercised and outstanding immediately prior to the First Effective Time shall be terminated and cancelled at the First Effective Time without consideration, unless such Company Option is exercised by the holder thereof prior thereto. Effective immediately prior to the First Effective Time, the Company will take all necessary action to (i) each outstanding option to purchase or acquire shares of make all Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a)Options immediately exercisable, and (ii) amend each Company Option (vested and unvested) such option that it is only exercisable for Unvested Company Shares (these actions, the “Option Amendment”), such that following the aforementioned exercise, such Company Optionholder shall become vested be treated as provided for holding Unvested Company Shares and treated in the Company Stock Option Plan Mergers pursuant to and this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject to, in accordance with the terms of Sections 1.3(a)(i) and conditions of 1.3(a)(iii). The Company may, within its sole discretion, accept a full recourse, secured promissory note from each agreement pursuant to which such Option was subject Company Optionholder (other than as prohibited by Section 402 of the Effective Time (including Sarbxxxx-Xxxxx Xxx) up to the terms and conditions amount of the aggregate exercise price to facilitate the exercise described in this Section 1.3(a)(ii) (a “Company Stock Option PlanPromissory Note”), except that (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock such Company Promissory Note shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and (i) require repayment by the holder thereof as to that percentage of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent the total balance under the Company Promissory Note equal to the fair market value at Vesting Percentage by reducing the time of exercise portion of the fractional share Restricted Merger Consideration deliverable as of Acquiror Common Stock to which such holder would otherwise be entitled; the First Effective Time, and (ii) require continued repayment following each interval vesting event of the exercise price per share Restricted Merger Consideration as to that percentage of Acquiror Common Stock issuable pursuant to each Option shall be the balance and accrued interest under the Company Promissory Note equal to the exercise price per share Incremental Vesting Percentage on such interval vesting date by reducing the portion of Company Common Stock under the Restricted Merger Consideration deliverable on such Option at the Effective Time divided by the Exchange Ratiointerval vesting date, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in until the Company Stock Option Plan by reason of the consummation of the transactions contemplated herebyPromissory Note is paid in full (such repayment, the assumption and substitution “Interval Note Repayment”). Upon the Company Option Holder’s termination of Options as provided herein shall not give service, Parent or Acquirer will offset the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable Repurchase Price to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" paid under Section 424(a1.3(a)(iv) of the Code. The Company Stock Option Plan shall be assumed below by Acquiror with respect to first discharging all amounts outstanding Options granted and payable under the Company Stock Option PlanPromissory Note, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsmaximum extent permitted by Applicable Law.

Company Options. As of the Effective Timeclose of business on April 16, 2010: (i) each outstanding option to purchase or acquire 10,473,594 shares of Company Common Stock (an "Option") granted are issuable upon the exercise of outstanding options to purchase Company Common Stock under the Company's 1989 ’s 1999 Stock Option Plan, 1999 Non-qualified Stock Option Plan and Stock Appreciation Rights the PaylinX Plan (collectively, the "“Company Stock Option Plan"Plans”) shall be converted into an option (such options, whether payable in cash, shares or otherwise granted under or pursuant to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and Plans are referred to in this Agreement. Following the Effective Time, each Option shall continue to have, and shall be subject toAgreement as “Company Options”), the terms weighted average exercise price of such Company Options is $12.23073 and conditions 5,396,916 such Company Options are vested and exercisable; (ii) 2,603,091 shares of each agreement Company Common Stock are available for future grant under the Company Stock Option Plans; (iii) 120,495 shares of Company Common Stock are issuable under the Company ESPP; and (iv) no shares of Company Common Stock were subject to issuance pursuant to which such Option was subject as of the Effective Time (including the terms and conditions outstanding stock options granted outside of the Company Stock Option Plan)Plans, except that or the Company ESPP. The Company has made available to Parent a list as of April 16, 2010, for each such Company Option: (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock equal to the product of (Aa) the aggregate name of the holder of such Company Option, (b) the number of shares of Company Common Stock for which subject to such Option was exercisable at the Effective Time multiplied by Company Option, (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (iic) the exercise price per share of Acquiror Common Stock issuable pursuant to each such Company Option, (d) the date on which such Company Option shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratiowas granted or issued, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in (e) the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption under which such Company Option was issued and substitution of Options as provided herein shall not give the holders of whether such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "Company Option is an “incentive stock options" option” (as defined in Section 422 of the Code) shall be effected in or a manner that non-qualified stock option, (f) for each Company Option, whether such Company Option is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) held by a Person who is not an employee of the CodeCompany or any of its Subsidiaries, (g) the applicable vesting schedule, if any, and the extent to which such Company Option is vested and exercisable as of the date hereof and (h) the date on which such Company Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Option Plans and the Company ESPP, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable. The Company Stock Option Plan shall Plans and the Company ESPP are the only plans or programs the Company or any of its Subsidiaries has maintained under which stock options or other compensatory equity-based awards have been or may be assumed by Acquiror granted. Except as set forth in Section 2.2(b) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company is bound obligating the Company to accelerate the vesting or exercisability of any Company Option as a result of the Merger (whether alone or upon the occurrence of any additional or subsequent events). Section 2.2(b) of the Company Disclosure Schedule sets forth the aggregate amount credited to the accounts of participants in the Company ESPP for, and as of, the end of the most recent bi-weekly payroll period ending prior to the date hereof. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or other similar rights with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsCompany.

Company Options. As Except as may be otherwise agreed in writing among Parent, the Company and any holder of any Company Option (as hereinafter defined), upon the consummation of the Effective TimeMerger, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "each, a “Company Option",” and collectively, the “Company Options”) granted outstanding immediately prior to the Effective Time under any stock option plan, agreement or arrangement of the Company, including but not limited to Company Options issued under the Company's 1989 Stock Option Manchester Equipment Co., Inc. Amended and Stock Appreciation Rights Plan (the "Company Restated 1996 Incentive and Non-Incentive Stock Option Plan", the Manchester Equipment Co. Incentive and Non-Incentive Stock Option Plan, As Amended through July 27, 2001 (collectively, the “1996 Option Plans”) and the Company’s 2005 Incentive Compensation Plan (collectively, the “Option Plans”), whether or not then exercisable or vested, shall be converted into an option terminated and cancelled immediately prior to acquire Acquiror Common Stock as the Effective Time for the consideration (if any) provided for in this Section 2.3(a), 1.9. Each holder of a Company Option that has an option exercise price per share less than the Price Per Share and (ii) each such option shall become that is vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue immediately prior to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including without any action on the terms and conditions part of the Company Stock or the Company board of directors or any committee thereof (each such Company Option Plandescribed in the foregoing clauses, a “Vested Company Option”), except that shall have the right to receive from the Company a cash payment (iless applicable federal, state and local withholding taxes) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock in an amount equal to the product of obtained by multiplying (Aa) the aggregate excess of the Price Per Share over the exercise price per share of such Vested Company Option, by (b) the number of shares of Company Common Stock for which such Vested Company Option was exercisable at immediately prior to its cancellation (such amounts payable hereunder with respect to all Vested Company Options being referred to as the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any “Option converted pursuant to this Section 2.3(aPayments”), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent . Prior to the fair market value at execution and delivery of this Agreement, the time Company’s board of exercise directors shall have reviewed, considered and approved the Option Payments and determined that such Option Payments are permitted adjustments in connection with a merger, within the meaning of Section 10 of each of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; Company’s 1996 Option Plans. Each Company Option that is not a Vested Company Option and (ii) the each Company Option that is a Vested Company Option that has an exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to or greater than the exercise price per share Price Per Share will automatically be cancelled without any consideration as of Company Common Stock under such Option at the Effective Time divided by and the Exchange Ratio, rounded Company shall have obtained on or prior to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption Closing Date a consent and substitution of Options as provided herein shall not give the release from holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have options in the form attached hereto as Exhibit H. As of the Effective Time, or relieve the holders of such Options of any obligations or restrictions applicable to their Options or the shares obtainable upon exercise each of the Options. The adjustment provided for herein with respect to Option Plans shall be terminated and all Company Options cancelled (without any Options that are "incentive stock options" (as defined in Section 422 liability on the part of the Code) shall be effected Surviving Corporation other than as expressly set forth in a manner that is consistent with continued treatment of such Options as "incentive stock options" under this Section 424(a) of the Code1.9). The Company Stock Option Plan and the Company board of directors and any committee thereof shall be assumed by Acquiror with respect take all actions (including giving requisite notices to all outstanding holders of Company Options granted advising them of such cancellations and any rights pursuant to this Section 1.9 and obtaining any requisite consents from holders of Company Options) (y) as are necessary to fully advise holders of Company Options of their rights under the Option Plans in connection with the Merger and the Company Stock Option Plan, Options and no further options (z) as are necessary to purchase or acquire shares effectuate the provisions of Company Common stock or other awards or rights shall be granted this Section 1.9 under the Company Stock terms of the Option Plan Plans. From and after the Effective Time. The duration and , other terms of the new options provided for than as expressly set forth in this Section 2.3(a1.9, no holder of a Company Option shall have any rights in respect thereof other than to receive payment (if any) for his or her Company Options as set forth in this Section 1.9. The Company shall be pay the same as the original Options except that all references Option Payments immediately prior to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the OptionsEffective Time.

Company Options. As of At the Effective Time, (i) each Company Option that is outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option Company ESOP immediately prior to the Effective Time, whether vested or unvested, shall, automatically and Stock Appreciation Rights Plan (without any required action on the "Company Stock Option Plan") shall part of any holder or beneficiary thereof, be assumed by Acquiror and converted into an option to acquire purchase shares of Acquiror Class A Common Stock (each, an “Assumed Option”) under the Equity Incentive Plan (as provided for in this Section 2.3(adefined below), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Each Assumed Option shall continue to have, have and shall be subject to, to substantially the same terms and conditions of each agreement pursuant as were applicable to which such Company Option was subject as of immediately prior to the Effective Time (including the terms expiration date, vesting conditions, and conditions of the Company Stock Option Planexercise provisions), except that (i) each Assumed Option shall be exercisable for that number of whole shares of Acquiror Class A Common Stock equal to the product (rounded down to the nearest whole number) of (A) the aggregate number of shares of Company Common Stock for which such subject to the Company Option was exercisable at immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii) the per share exercise price per for each share of Acquiror Class A Common Stock issuable pursuant to each upon exercise of the Assumed Option shall be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock under subject to such Company Option at immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, rounded to however, that the nearest whole cent. Except for changes to exercise price and the Optionsnumber of shares of Acquiror Class A Common Stock purchasable under each Assumed Option shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, including the acceleration thereoffurther, provided for that in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve the holders of such Options case of any obligations or restrictions applicable Company Option to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in which Section 422 of the Code) Code applies, the exercise price and the number of shares of Acquiror Class A Common Stock purchasable under such Assumed Option shall be effected determined in accordance with the foregoing in a manner that is consistent with continued treatment satisfies the requirements of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Options.

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following At the Effective Time, each outstanding Company Option shall continue to havethe extent vested and unexercised under the Company Equity Plans, shall, automatically and shall without any required action on the part of the holder thereof, be cancelled and converted into only the right to receive (without interest), subject to, to the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including the terms and conditions of the Company Stock Option Planthis Section 2.9(a), except that an amount in cash (i) each Option shall be exercisable for that number of whole shares of Acquiror Common Stock less applicable Tax withholdings), equal to the product of (A) the aggregate number excess, if any, of shares of Company Common Stock for which such Option was exercisable at the Effective Time multiplied by (B1) the Exchange Ratio, provided, however, that no fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option converted pursuant to this Section 2.3(a), and the holder of an Option exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash Offer Price over (without interest) in an amount equivalent to the fair market value at the time of exercise of the fractional share of Acquiror Common Stock to which such holder would otherwise be entitled; and (ii2) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be equal to such Company Option, and (B) the number of Shares underlying such Company Option; provided, that if the exercise price per share of such Company Common Stock under Option is equal to or greater than the Offer Price, no cash payment shall be made in respect of such cancellation. The payment, if any, contemplated by this Section 2.9(a) in cancellation and settlement of each outstanding Company Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption extent vested and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have unexercised as of the Effective Time (giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Option) shall be payable in a lump sum through the Company’s payroll system or by check or other method as reasonably determined by Parent as soon as reasonably practicable after the Effective Time (but no later than the earlier of the second payroll period after the Effective Time or December 31st of the year during which the Effective Time occurs). At the Effective Time, each outstanding Company Option to the extent unvested or relieve unexercisable under the holders Company Equity Plans (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Option), shall, automatically and without any required action on the part of the holder thereof, be converted into a substitute right or award to receive (without interest), subject to the terms and conditions of this Section 2.9(a), an amount in cash (less applicable Tax withholdings), equal to the product of (A) the excess, if any, of (1) the Offer Price over (2) the exercise price per share of such Options Company Option, and (B) the number of any obligations Shares underlying such Company Option; provided, that if the exercise price per share of such Company Option is equal to or restrictions applicable to their Options or greater than the shares obtainable upon exercise of the Options. The adjustment provided for herein Offer Price, no cash payments shall be due with respect to any Options that are "incentive stock options" (such Company Option. The payment, if any, contemplated by this Section 2.9(a) with respect to such substitute right or award with respect to each outstanding Company Option to the extent unvested or unexercisable as defined in Section 422 of the CodeEffective Time (after giving effect to any acceleration of vesting in connection with the Merger that is contemplated by such outstanding Company Option) shall be effected payable (without any crediting of interest for the period from the Effective Time through the date of payment) in a manner lump sum through the Company’s payroll system or by check or other method as reasonably determined by Parent no less frequently than on a semi-annual basis on or after the date that is consistent such Company Option would have otherwise vested and become exercisable in accordance with continued treatment its terms (and in any event not later than the earlier of (1) December 31st of the year during which such vesting date occurs or (2) the date of termination for any such employee) but only if such conditions to vesting are satisfied prior to such vesting date; provided, that if the employment or service of such Options grantee of such Company Option is terminated by the Surviving Corporation or its affiliates prior to such vesting date under conditions that would have accelerated the vesting of such Company Option had it remained outstanding, then such vesting shall be accelerated as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, and no further options to purchase date of such termination of employment or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration and other terms of the new options provided for in this Section 2.3(a) shall be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionsservice.

Company Options. As of the Effective Time, (i) each outstanding option to purchase or acquire shares of Company Common Stock --------------- Option (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan"as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a). The term "Option" -------------- ------ shall mean any option to purchase or acquire shares of Company Common Stock granted under the Company's 1997 Stock Option Plan or 1998 Stock Option Plan, and each as amended (ii) each such option shall become vested as provided for in collectively, the "Company Stock Option Plan Plans"), and this Agreementany option -------------------------- to acquire or purchase shares of Company Common Stock granted in connection with the March 1999 Financing. Following the Effective Time, each Option shall continue to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of immediately prior to the Effective Time (including including, in the case of each Option granted under either of the Company Stock Option Plans, the terms and conditions of the Company Stock Option PlanPlan under which such Option was granted, and, in the case of each Option granted in connection with the March 1999 Financing, the terms and conditions of the March 1999 Financing), except that that: (i) each Option (as converted pursuant to this Section 2.3(a)) shall be exercisable for that number of whole shares of -------------- Acquiror Common Stock equal to the product of (A) the aggregate number of shares of Company Common Stock for which such Option was exercisable at the Effective Time Time, multiplied by (B) the Exchange Ratio, provided, however, that no -------- ------- fractional shares of Acquiror Common Stock shall be issued upon the exercise of any Option (as converted pursuant to this Section 2.3(a), ) and (1) the holder of an -------------- any Option (as converted pursuant to this Section 2.3(a)) granted under either -------------- of the Company Stock Option Plans otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in such amount to which such holder would otherwise be entitled as determined pursuant to the provisions of the applicable Company Stock Option Plan and the agreement under which such Option was granted (provided that all references in such Company Stock Option Plan and such agreement to the Company shall be references to Acquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock), and (2) the holder of any Option (as converted pursuant to this Section 2.3(a)) granted -------------- in connection with the March 1999 Financing otherwise exercisable for a fractional share of Acquiror Common Stock shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent equal to the fair market value at the time product of exercise (x) such fractional part of the fractional a share of Acquiror Common Stock to which such the holder would otherwise be entitledentitled multiplied by (y) the closing price per share of Acquiror Common Stock as reported on Nasdaq on the date of exercise of such Option (as converted pursuant to this Section 2.3(a)); and (ii) the exercise price per share of Acquiror Common Stock -------------- issuable pursuant to each Option (as converted pursuant to this Section 2.3(a)) -------------- shall be equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the The assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of immediately prior to the Effective Time, Time or relieve the holders of such Options of from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be and is intended to be, effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Each Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the such Company Stock Option PlanPlan as of the Effective Time, and provided, however, that no further options to purchase or acquire shares of Company Common stock Stock or other awards or rights shall be granted under either of the Company Stock Option Plan Plans after the Effective Time. The duration and other terms of the new converted options provided for in this Section 2.3(a) shall be the same as the original Options except that all -------------- references to the Company shall be references to AcquirorAcquiror and references to the Company's Common Stock shall be references to Acquiror Common Stock. Acquiror shall take all corporate action reasonably necessary to reserve for issuance issuance, at all times any converted options provided for in this Section 2.3(a) are -------------- outstanding, a sufficient number of shares of Acquiror Common Stock for delivery upon the exercise of the Optionssuch converted options.

Company Options. As Immediately prior to the Effective Time and in accordance with the existing terms of the Effective TimeCompany Stock Plans, (i) each Company Option (or portion thereof) that is outstanding option to purchase or acquire shares of Company Common Stock (an "Option") granted under the Company's 1989 Stock Option and Stock Appreciation Rights Plan (the "Company Stock Option Plan") shall be converted into an option to acquire Acquiror Common Stock as provided for in this Section 2.3(a), and (ii) each such option shall become vested as provided for in the Company Stock Option Plan and this Agreement. Following the Effective Time, each Option shall continue of immediately prior to have, and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject as of the Effective Time (including any Company Option that vests as of or immediately prior to the terms and conditions Effective Time pursuant to an MRA, as the result of the holder’s qualifying termination of employment prior to the Effective Time) (each, a “Vested Company Stock Option Plan)Option”) will, except that (i) each Option shall without any action on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be exercisable for that number of whole shares of Acquiror Common Stock cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the aggregate amount of the Per Share Price (less the exercise price per share attributable to such Vested Company Option), multiplied by (B) the total number of shares of Company Common Stock issuable upon exercise in full of such Vested Company Option (the “Vested Option Consideration”), which Vested Option Consideration will be paid, less applicable withholding for which all required Taxes, in accordance with Section 3.8(d); (ii) each outstanding Company Option (or portion thereof) that is not a Vested Company Option or an MRA Award will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, vest with respect to an additional 25% of the total number of shares of Company Common Stock originally subject to such Company Option was exercisable at (provided that in no event will the Effective Time vesting of a Company Option accelerate as to more than one hundred percent (100%) of such Company Option) (the “Accelerated Company Option”) and automatically be cancelled and converted into the right to receive the Vested Option Consideration, and any remaining unvested portion of such Company Option will be cancelled for no consideration, without any action on the part of Parent, Merger Sub, the Company or the holder thereof; and (iii) each outstanding Company Option (or portion thereof) that is an MRA Award and that is not a Vested Company Option (each, an “Unvested MRA Option”) will, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, automatically be assumed and converted into the right to receive an amount in cash, without interest, equal to (A) the amount of the Per Share Price (less the exercise price per share attributable to such Unvested MRA Option), multiplied by (B) the Exchange Ratio, provided, however, that no fractional total number of shares of Acquiror Company Common Stock issuable upon exercise in full of such Unvested MRA Option (the “Unvested MRA Option Consideration”), with payment of such Unvested MRA Option Consideration to be made less applicable withholding for all required Taxes. Each payment of Unvested MRA Option Consideration will continue to be governed by the same terms and conditions, including the vesting schedule applicable to such Unvested MRA Option as of immediately prior to the Effective Time and any applicable vesting acceleration provisions under the applicable holder’s MRA, except as modified by the following sentence, provided that Unvested MRA Option Consideration payments will be made on the last Business Day of the calendar quarter in which the Unvested MRA Option to which an Unvested MRA Option Consideration payment is attributable would have vested pursuant to the original vesting schedule. On the date that is one (1) year and one (1) day following the Effective Time (such date, the “MRA Award Termination Date”), any Unvested MRA Option Consideration that remains unvested as of the MRA Award Termination Date (and has not previously been forfeited) will immediately be forfeited for no consideration, except that if as of immediately prior to the MRA Award Termination Date, the MRA Award holder remains in service to the Surviving Corporation or its Affiliates but has not received the amount of Unvested MRA Option Consideration that such MRA Award holder would have received had the vesting of the Company Option pursuant to which the related Unvested MRA Option was granted accelerated as of immediately prior to the Effective Time as to 25% of the total number of shares of Company Common Stock originally subject to such Company Option (or if, less, the total number of shares of Company Common Stock that remained unvested as of the Effective Time), the portion of the Unvested MRA Option Consideration necessary to reach such amount shall be issued upon vest and become payable immediately prior to the exercise MRA Award Termination Date. For the avoidance of any Option converted pursuant to this Section 2.3(a)doubt, and the if a holder of an Unvested MRA Option exercisable for a fractional share fails to vest in any portion of Acquiror Common Stock his or her Unvested MRA Option Consideration (including upon the MRA Award Termination Date), such amounts shall be entitled to receive, upon exercise thereof, cash (without interest) in an amount equivalent retained by Parent and forfeited by such holder for no consideration. Notwithstanding anything to the fair market value at contrary in the time of exercise of the fractional share of Acquiror Common Stock foregoing, any Company Option with respect to which such holder would otherwise be entitled; and (ii) the exercise price per share of Acquiror Common Stock issuable pursuant to each Option shall be subject thereto is greater than or equal to the exercise price per share of Company Common Stock under such Option at the Effective Time divided by the Exchange Ratio, rounded Per Share Price shall be cancelled for no consideration immediately prior to the nearest whole cent. Except for changes to the Options, including the acceleration thereof, provided for in the Company Stock Option Plan by reason of the consummation of the transactions contemplated hereby, the assumption and substitution of Options as provided herein shall not give the holders of such Options additional benefits or additional (or accelerated) vesting rights which they did not have as of the Effective Time, or relieve without any action on the holders part of such Options of any obligations or restrictions applicable to their Options Parent, Merger Sub, the Company or the shares obtainable upon exercise of the Optionsholder thereof. The adjustment provided for herein with respect to any Options that are "incentive stock options" (as defined in Section 422 of the Code) shall be effected in a manner that is consistent with continued treatment of such Options as "incentive stock options" under Section 424(a) of the Code. The Company Stock Option Plan shall be assumed by Acquiror with respect to all outstanding Options granted under the Company Stock Option Plan, From and no further options to purchase or acquire shares of Company Common stock or other awards or rights shall be granted under the Company Stock Option Plan after the Effective Time. The duration , no Vested Company Option, Accelerated Company Option and/or Unvested MRA Option shall be exercisable, and other terms of a Vested Company Option, Accelerated Company Option or Unvested MRA Option shall only entitle the new options holder thereof to the Vested Option Consideration or Unvested MRA Option Consideration, as applicable, provided for in this Section 2.3(a) shall 3.8(a). Each Unvested MRA Option Consideration payment hereunder is intended to be the same as the original Options except that all references to the Company shall be references to Acquiror. Acquiror shall take all corporate action reasonably necessary to reserve a separate “payment” for issuance a sufficient number purposes of shares of Acquiror Common Stock for delivery upon the exercise Section 409A of the OptionsCode and comply with or be exempt from Section 409A of the Code, and any ambiguities hereunder will be interpreted in a manner intended to maintain such exemption from or compliance with Section 409A of the Code.