Common use of Company Options Clause in Contracts

Company Options. As of the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with an option to purchase shares of Parent Common Stock (the “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, (i) the number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (ii) the per share exercise price under each such Parent Stock Option shall be equal to the exercise price per Company Ordinary Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of (a) At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, outstanding and collectively with the Company Vested Option, each a “Company Option”), as of unexercised immediately prior to the Effective Time Time, whether or not then vested and exercisable, shall be, without any action on the part cease to represent a right to acquire shares of any holder thereof, assumed by Parent Company Common Stock and substituted with shall be converted automatically into an option to purchase shares of Parent Common Stock (the “Option Consideration”)Stock, and Parent shall assume each Company Option, in accordance with the terms of the New applicable Company Stock Incentive Option Plan and stock option or other agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) Parent and the Human Resources Committee of its Board of Directors shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Board of Directors of the Company) administering the Company Stock Option Plans, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Parent Stock Options Company Option shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (Ratio, provided that such exercise price shall be rounded up to the nearest whole cent); provided, however, that the assumption . Notwithstanding clauses (iii) and substitution (iv) of the preceding sentence, each Company Options for the Parent Stock Options Option which is an "incentive stock option" shall be effected in a manner consistent with the requirements of adjusted as required by Section 409A 424 of the Code; provided, furtherand the regulations promulgated thereunder, that in the case of any Company Option so as not to which Section 422 constitute a modification, extension or renewal of the Code applies, option within the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements meaning of Section 424(a424(h) of the Code. Except as specifically provided in Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.5(a3.05(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding(each, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”) to purchase shares of Company Common Stock granted under any employee or director stock option, stock purchase or equity compensation plan, arrangement or agreement of the Company (the “Company Equity Plans”), as of whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to acquire shares of Company Common Stock and shall bebe converted, without any action on at the part of any holder thereofEffective Time, assumed by Parent and substituted with into an option to purchase shares of Parent Common Stock (the “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (a “Parent Stock Option”), on the same terms and conditions (including any vesting provisions and any provisions providing for accelerated vesting upon certain events) as were applicable under such Company Option as of immediately prior to the Effective Time and specifically subject to any provisions providing for accelerated vesting upon certain terminations of employment following the consummation of the transactions contemplated hereby, whether contained in accordance with the Company Equity Plan, an applicable award agreement, an employment agreement, or any other agreement or severance plan (or in any consent or approval adopted by the Company’s Board of Directors (or a committee thereof)) governing the terms of the such Company Option Tax Ruling, except that from and after as in effect immediately prior to the Effective Time, . The number of shares of Parent Common Stock subject to each such Parent Option shall be equal to (i) the number of shares of Company Common Stock subject to each Company Option immediately prior to the Effective Time multiplied by (ii) the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and such Parent Option shall have an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Company Common Stock otherwise purchasable pursuant to such Company Option divided by (B) the Exchange Ratio; provided, that in the case of any Company Option to which Section 421 of the Code applies as of the Effective Time (taking into account the effect of any accelerated vesting thereof, if applicable) by reason of its qualification under Section 422 of the Code, the exercise price, the number of shares of Parent Common Stock subject to such Parent Stock Options option and the terms and conditions of exercise of such option shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (ii) the per share exercise price under each such Parent Stock Option shall be equal to the exercise price per Company Ordinary Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected determined in a manner consistent with the requirements of Section 409A 424(a) of the Code; provided, provided further, that in the case of any Company Option to which Section 422 409A of the Code appliesapplies as of the Effective Time, the exercise price and price, the number of shares of Parent Common Stock purchasable pursuant subject to such option and the terms and conditions of exercise of such option shall be determined in accordance a manner consistent with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) 409A of the Code. Except as specifically provided Code in this Section 2.5(a), order to avoid the right imposition of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicableany additional taxes thereunder.

Company Options. As of At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding(each, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), ) that is outstanding and unvested as of immediately prior to the Effective Time shall be(after application of any vesting acceleration provisions set forth in the terms of such Company Option) (each such Company Option, an “Unvested Company Option”), shall, automatically and without any required action on the part of any the holder thereof, assumed by Parent and substituted with an option be converted into a cash-settled stock appreciation right relating to purchase shares the number of Parent Common Stock Shares (rounded down to the “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, nearest whole number) equal to (i) the number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Company Shares subject to such the Unvested Company Options Option immediately prior to the Effective Time multiplied by (ii) the Equity Award Exchange Ratio, at a base price per share (rounded down up to the nearest whole share, and (iicent) the per share exercise price under each such Parent Stock Option shall be equal to (A) the exercise price per Company Ordinary Share of such Company Option immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio Ratio. Except as specifically provided above, following the Effective Time, each Unvested Company Option shall continue to be governed by substantially the same terms and conditions (rounded up to including the nearest whole cent); provided, however, that the assumption and substitution terms set forth on Section 4.5 of the Company Options for Disclosure Letter) as were applicable to such Unvested Company Option immediately prior to the Effective Time; provided that the base price and number of Parent Stock Options Shares subject to this provision shall be effected determined in a manner consistent with the requirements of Section 409A of the Code; provided, furtherand, that in the case of any Company Option Options that are intended to which qualify as incentive stock options within the meaning of Section 422 of the Code appliesCode, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance consistent with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) 424 of the Code; and further provided that, for clarification, such stock appreciation right shall be settled solely in cash. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately Immediately prior to the Effective Time, including each Company Option that is outstanding and vested as of the same Effective Time (taking into account the application of any vesting restrictions acceleration provisions set forth in the terms of such Company Option) shall, automatically and continued service requirements without any required action on the part of the holder thereof, be cancelled in exchange for the right to receive an amount, solely in cash (without interest and the same rights to vesting upon a qualifying termination of employment less applicable withholdings in accordance with Section 4.6), equal to the extent applicablenumber of Company Shares subject to such Company Option as of immediately prior to the Effective Time multiplied by the excess, if any, of the Equity Award Cash-Out Consideration over the exercise price per share of such Company Option. Such cash payment shall be paid as soon as reasonably practicable after the Effective Time (but in no event later than the end of the first regular payroll period commencing immediately following the Effective Time).

Company Options. As of (a) At the Effective Time, and except as may be contemplated by Section 5.11 hereof, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is then outstanding, whether vested (“or not exercisable, shall cease to represent a right to acquire shares of Company Vested Option”) or unvested (“Company Unvested Option”, Common Stock and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted automatically into an option to purchase shares of Parent Acquiror Common Stock (Stock, and the “Option Consideration”)Acquiror shall assume each Company Option, in accordance with the terms of the New Company Stock Incentive Plan Option Plans and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or a duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Parent Acquiror Common Stock subject to such Parent Stock Company Options shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (Ratio, provided that such exercise price shall be rounded up to the nearest whole cent); provided. Notwithstanding the preceding sentence, however, that the assumption and substitution of the each Company Options for the Parent Stock Options Option which is an "incentive stock option" shall be effected in a manner consistent with the requirements of adjusted as required by Section 409A 424 of the Code; provided, furtherand the regulations promulgated thereunder, that in the case of any Company Option so as not to which Section 422 constitute a modification, extension or renewal of the Code applies, option within the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements meaning of Section 424(a424(h) of the Code. Except , and all Company Options shall be adjusted, if necessary, so as specifically provided in this Section 2.5(a), not to impair the right eligibility of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.Merger for pooling of

Company Options. As of (a) At the Effective Time, and except as may be contemplated by Section 5.11 hereof, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is then outstanding, whether vested (“or not exercisable, shall cease to represent a right to acquire shares of Company Vested Option”) or unvested (“Company Unvested Option”, Common Stock and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted automatically into an option to purchase shares of Parent Acquiror Common Stock (Stock, and the “Option Consideration”)Acquiror shall assume each Company Option, in accordance with the terms of the New Company Stock Incentive Plan Option Plans and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) the Acquiror and its Board of Directors or a duly authorized committee thereof shall be substituted for the Company and the Company's Board of Directors or duly authorized committee thereof administering the Company Stock Option Plan, (ii) each Company Option assumed by the Acquiror may be exercised solely for shares of Acquiror Common Stock, (iii) the number of shares of Parent Acquiror Common Stock subject to such Parent Stock Company Options shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Acquiror Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (Ratio, provided that such exercise price shall be rounded up to the nearest whole cent); provided. Notwithstanding the preceding sentence, however, that the assumption and substitution of the each Company Options for the Parent Stock Options Option which is an "incentive stock option" shall be effected in a manner consistent with the requirements of adjusted as required by Section 409A 424 of the Code; provided, furtherand the regulations promulgated thereunder, that in the case of any Company Option so as not to which Section 422 constitute a modification, extension or renewal of the Code applies, option within the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements meaning of Section 424(a424(h) of the Code, and all Company Options shall be adjusted, if necessary, so as not to impair the eligibility of the Merger for pooling of interests accounting treatment. Except as specifically provided in The Acquiror and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.5(a2.9(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of (a) Subject to Section 5.3(b), at the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, outstanding and collectively with the Company Vested Option, each a “Company Option”), as of unexercised immediately prior to the Effective Time Time, whether or not vested, shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be exchanged for an option to purchase shares of Parent Common Stock (the “Option Consideration”a "Replacement Option"), and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the New Stock Incentive Plan date of this Agreement) of the stock plan under which it was issued and stock option the terms of the agreement by which it is evidenced (“Parent Stock Option”)evidenced. Accordingly, in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, (i) each Replacement Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Parent Stock Options Replacement Option shall be equal to the number of Company’s Ordinary Common Shares subject to such Company Options option immediately prior to the Effective Time multiplied by the Parent Stock Exchange Ratio, rounded rounding down to the nearest whole share, and (iiiii) the per share exercise price under each such Parent Stock Replacement Option shall be equal to adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price per Company Ordinary Share of under such Company Option immediately prior to the Effective Time divided option by the Parent Stock Exchange Ratio (rounded and rounding up to the nearest whole cent)cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; provided, however, that each Replacement Option assumed by Parent in accordance with this Section 5.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the assumption Effective Time. As soon as practicable (and substitution of in any event no later than 15 days) after the Company Options for the Effective Date, Parent Stock Options shall be effected in a manner consistent file with the requirements of Section 409A of SEC a registration statement on Form S-8 relating to the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant issuable with respect to such option shall be determined the Replacement Options assumed by Parent in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a5.3(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of At the Effective Time, all --------------- options to purchase Common Stock issued by the Company pursuant to its stock option plans or otherwise ("Company Options") whether vested or unvested, shall --------------- be assumed by Parent. Immediately after the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of Option outstanding immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be deemed to constitute an option to purchase shares of Parent Common Stock (acquire, on the “same terms and conditions as were applicable under such Company Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after immediately prior to the Effective Time, (i) the such number of shares of Parent Common Stock subject to such Parent Stock Options shall be as is equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to the unexercised portion of such Company Options immediately prior to the Effective Time option multiplied by the Exchange Ratio, Ratio (rounded down to the nearest whole share, and (ii) the number). The exercise price per share exercise price under of each such Parent Stock assumed Company Option shall be equal to the exercise price per Company Ordinary Share of such Company Option option immediately prior to the Effective Time divided by the Company Exchange Ratio (rounded up to the nearest whole cent); provided. The term, howevervesting schedule, that status as an "incentive stock option" under Section 422 of the assumption Code, if applicable, and substitution all of the other terms of the Company Options for shall otherwise remain unchanged. It is the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A intention of the Code; provided, further, parties that the Options so assumed by Parent qualify following the Effective Time as incentive stock options as defined in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the extent such Company Option Options qualified as incentive stock options prior to the Effective Time. Within 30 calendar days after the Effective Time, Parent will issue to each person who immediately prior to the Effective Time was a holder of a Company Option, a document evidencing the foregoing assumption of such option by Parent. Within 90 calendar days after the Effective Time, including Parent shall file a registration statement on Form S-8 (or any successor or other appropriate forms) which will register the same vesting restrictions and continued service requirements and the same rights shares of Parent Shares subject to vesting upon a qualifying termination of employment assumed Company Options to the extent applicablepermitted by Federal securities laws and shall use its commercially reasonable efforts to maintain the effectiveness of such registration statement or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding.

Company Options. As of (a) Prior to the Effective Time, Parent and the Company shall take such action as may be necessary to cause each option to purchase Company Ordinary Shares under the Stock Plans that is outstandingunexpired and unexercised option, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”unvested, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with an option to purchase shares of Parent Company Common Stock (a "Company Option") under the “Option Consideration”), in accordance with Company's Equity Plan (the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after "Company's Equity Plan") to be automatically converted at the Effective Time, Time into an option (ia "Substituted Option") the to purchase a number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the product of (i) the Exchange Ratio and (ii) the number of Company’s Ordinary Shares shares of Company Common Stock subject to such the Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, Option (rounded down to the nearest whole share, and (iinumber of shares of Parent Common Stock) the at a price per share exercise price under each such of Parent Common Stock Option shall be equal to the per-share option exercise price per Company Ordinary Share of such specified in the Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided. Each Substituted Option shall otherwise be subject to the identical terms and conditions as its corresponding Company Option, howeverincluding, that the assumption without limitation, terms and substitution of the Company Options for the Parent Stock Options shall be effected conditions with respect to vesting, exercisability, change in a manner consistent with the requirements of Section 409A of the Code; providedcontrol benefits, furthercash-out triggers, that and adjustments upon changes in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with Stock. In addition, and notwithstanding the foregoing, subject to such adjustments the terms of each Substituted Option shall provide each option holder with identical benefits (economic or otherwise) as are necessary those included in order to satisfy the requirements corresponding Company Option. The date of Section 424(a) grant of the Code. Except as specifically provided in this Section 2.5(a), Substituted Option shall be the right of each holder of a date on which the corresponding Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to was granted. At the Effective Time, including (i) all references in the same vesting restrictions and continued service requirements Company's Equity Plan and the same rights to vesting upon a qualifying termination of employment related stock option agreements to the extent applicableCompany shall be deemed to refer to the Surviving Corporation and (ii) the Surviving Corporation shall assume all of the Company's obligations with respect to the Company Options as so amended. If necessary, Parent shall amend its stock option plan or take any other steps that are appropriate to permit compliance with the terms of this Section 2.04.

Company Options. As of (a) At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is then outstanding, whether or not exercisable, shall become fully vested (“Company Vested Option”) or unvested (“Company Unvested Option”and exercisable, and collectively with the shall cease to represent a right to acquire shares of Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time Common Stock and shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted automatically into an option to purchase shares of Parent Common Stock (the “Option Consideration”)Stock, and Parent shall assume each Company Option, in accordance with the terms of the New applicable Company Stock Incentive Option Plan and stock option or other agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) Parent and the Human Resources Committee of its Board of Directors shall be substituted for the Company (or the Company Bank) and the committee of the Board of Directors of the Company or the Company Bank (including, if applicable, the entire Board of Directors of the Company) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Parent Stock Options Company Option shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (Ratio, provided that such exercise price shall be rounded up to the nearest whole cent); provided, however, that the assumption . Notwithstanding clauses (iii) and substitution (iv) of the preceding sentence, each Company Options for the Parent Stock Options Option which is an "incentive stock option" shall be effected in a manner consistent with the requirements of adjusted as required by Section 409A 424 of the Code; provided, furtherand the regulations promulgated thereunder, that in the case of any Company Option so as not to which Section 422 constitute a modification, extension or renewal of the Code applies, option within the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements meaning of Section 424(a424(h) of the Code. Except as specifically provided in Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.5(a3.09(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of the Effective Time, each option Subject to purchase Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”applicable law and regulation, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior subject to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with an option to purchase shares of Parent Common Stock (the “Option Consideration”), in accordance with the terms of the Company's employee stock options, Crown shall make an offer to each holder of the Company's employee stock options outstanding on the date of this Agreement, and each holder of the New Stock Incentive Plan Options and stock option agreement by which it is evidenced (“Parent Stock Option”), the 1994 Options to the extent issued in accordance with this Agreement (the terms outstanding options, the New Options and the 1994 Options are collectively referred to as the "Outstanding Options") in respect of the Option Tax RulingCommon Stock for which such Outstanding Options have not been exercised as of the Closing Date, except that from and after to settle such holder's options, at the Effective Timesole discretion of Crown, (i) the number for cash at a price per share of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior Cash Election Price to the Effective Time multiplied extent such options are "in the money", provided that Crown shall indemnify the holder against all tax claims and liabilities resulting from such settlement, (ii) by issuing options on Crown Common Stock that are exercisable at such price as Crown determines not in excess of the Exchange Ratiothen current market price for Crown Common Stock that preserve, rounded down to the nearest whole sharefullest extent practical, the provisions of such holder's options as to the duration of such options, the conditions for vesting of such options and the conditions for exercise of such options or (iii) by offering a choice to the holder of (i) or (ii), or a combination of (i) and (ii) in a proportion to be agreed between Crown and the per share option holder, provided that in the cases described in this clause (iii) Crown shall have no obligation to indemnify a holder who elects cash from any tax claims and liabilities resulting from such settlement. In addition, subject to applicable law and regulation, to the extent any employee or former employee of the Company is prohibited under applicable law or regulation from transferring Common Stock received upon exercise price under each of options, Crown shall, on the date such Parent employee or former employee is permitted to transfer such Common Stock, offer such employee or former employee the right to tender such Common Stock Option shall be to Crown for Units (in an amount determined by applying the Exchange Ratio as adjusted on the Measurement Date, and provided Crown Preferred Stock is then outstanding) or cash in an amount equal to the exercise price per Company Ordinary Share of such Company Option immediately prior to Cash Election Price, in each case on the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that same basis offered in the case of any Company Option Offer. Subject to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance compliance with the foregoing, subject nothing herein shall limit Crown with respect to restricting or terminating such adjustments options as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements agreed between Crown and the same rights to vesting upon a qualifying termination holders of employment to the extent applicablesuch options. 2.

Company Options. As of the Effective Time, each option to purchase Each Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to Option outstanding at the Effective Time shall be, without any action on the part of any holder thereof, be assumed by Parent Parent, and substituted with an option to purchase shares of Parent Common Stock (the “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, (i) each outstanding Company Option shall entitle the holder thereof to acquire the number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, (rounded down to the nearest whole share, and number) determined by multiplying (iiA) the per share exercise price under each such Parent number of shares of Company Common Stock Option shall be equal subject to the exercise price per Company Ordinary Share of such Company Option immediately prior to the Effective Time divided by (B) the Option Exchange Ratio and (ii) the exercise price per share of Parent Common Stock subject to such assumed Company Options at and after the Effective Time shall be an amount (rounded up to the nearest whole cent); provided) equal to (A) the exercise price per share of Company Common Stock subject to the Company Option prior to the Effective Time divided by (B) the Option Exchange Ratio. Other than as provided above and except as provided in the relevant Company Option agreement, however, that each assumed Company Option shall be subject to the assumption same vesting schedule (including acceleration provisions) and substitution other terms and conditions for such Company Option as in effect immediately prior to the Effective Time. It is the intention of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, parties that in the case of any each assumed Company Option to which shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code applies, to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option at the Effective Time. The exercise price per share and the number of shares of Parent Common Stock purchasable pursuant to each assumed Company Option following the Effective Time as well as the terms and conditions of exercise of such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section comply with Sections 424(a) and 409A of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior Prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same Company shall deliver all required notices (which notices shall have been approved by Parent, in its reasonable discretion), if any, to each holder of Company Options setting forth each holder's rights to vesting upon a qualifying termination of employment pursuant to the extent applicableCompany Plan, stating that such Company Options shall be treated in the manner set forth in this Section 1.6(b). In the event that the exercise price per share for any Company Option is greater than the Participation Amount, then such Company Option shall be terminated by the Company as of the Effective Time for no consideration.

Company Options. As of (a) Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, outstanding and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with an unexercised option to purchase shares of Company Common Stock granted under any of the Company Option Plans or otherwise (each, a "Company Option"), whether or not exercisable or vested, shall be converted into an option to purchase Parent Common Stock (the “Option Consideration”each, a "New Parent Option"), in accordance with on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in, or required or permitted by, the Company Option Plans, any award agreement or other agreement set forth on the Company Disclosure Letter or such option grant by reason of this Agreement and the transactions contemplated hereby). Each New Parent Option shall be exercisable for a number of shares of Parent Common Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, equal to (i) the number of shares of Parent Company Common Stock subject to the Company Option to which such New Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time option relates, multiplied by (ii) the Option Exchange Ratio, rounded down to the nearest whole share, and . The per share exercise price of each New Parent Option shall equal (iiA) the per share exercise price under each of the Company Option to which such New Parent Stock Option relates, divided by (B) the Option Exchange Ratio, rounded to the nearest one-hundredth of a cent. For this purpose, the "Option Exchange Ratio" shall be equal to a fraction, the exercise numerator of which is the per share dollar value of the REIT Merger Consideration on the Closing Date, and the denominator of which is the closing price per Company Ordinary Share of such Company Option immediately prior to a share of Parent Common Stock quoted on the Effective Time divided by New York Stock Exchange (the Exchange Ratio (rounded up to "NYSE") on the nearest whole cent)Closing Date; provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 421 of the Code as of the REIT Effective Time (after taking into account the effect of any accelerated vesting thereof) applies by reason of its qualification under Section 422 of the Code appliesCode, the exercise price and price, the number of shares subject to such option and the terms and conditions of Parent Common Stock purchasable pursuant to exercise of such option shall be determined in accordance a manner consistent with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.

Company Options. As of (a) Except as otherwise set forth in Section 1.08(c), the Company shall take all actions necessary and appropriate to provide that at the REIT Effective Time, Time each outstanding and unexercised option to purchase Company Ordinary Common Shares granted under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with any of the Company Vested OptionIncentive Plans (each, each a “Company Option”), as of immediately prior to the Effective Time whether or not exercisable or vested, shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted into an option to purchase shares of Parent Common Stock Shares (the each, a “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), on the same terms and conditions as were applicable under the Company Option (but taking into account any changes thereto, including the acceleration thereof, provided for in accordance with the terms Company Incentive Plans or other agreement set forth on the Company Disclosure Letter). Each New Parent Option shall be exercisable for a number of the Option Tax Ruling, except that from and after the Effective Time, Parent Common Shares equal to (i) the number of shares of Parent Company Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to the Company Option to which such Company Options immediately prior to the Effective Time New Parent Option relates multiplied by (ii) the Option Exchange Ratio, rounded down to the nearest whole share, and . The per share exercise price of each New Parent Option shall equal (iiA) the per share exercise price under each of the Company Option to which such New Parent Stock Option relates divided by (B) the Option Exchange Ratio, rounded to the nearest one-hundredth of a cent. For this purpose, the “Option Exchange Ratio” shall be equal to a fraction, the exercise price numerator of which is the per Company Ordinary Share share dollar value of such Company Option immediately prior to the Effective Time divided by REIT Merger Consideration on the Exchange Ratio Closing Date (rounded up to with the nearest whole cent)portion of the REIT Merger Consideration that consists of Parent Common Shares valued at the Closing Date Market Price) and the denominator of which is the Closing Date Market Price; provided, however, that if a Special Dividend is declared pursuant to Section 10.3, the assumption and substitution of the Company Options for the Parent Stock Options Option Exchange Ratio shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable an amount equal to the Company Option immediately prior foregoing plus an amount equal to the Effective Time, including quotient that results from dividing the same vesting restrictions and continued service requirements and Special Dividend Amount by the same rights to vesting upon a qualifying termination of employment to the extent applicableClosing Date Market Price.

Company Options. As of (a) Parent and the Effective Time, Company shall take all actions necessary to provide that each outstanding option to purchase shares of Company Ordinary Shares Common Stock granted under the Stock Plans that is outstandingany stock option plan, whether vested (“Company Vested Option”) program or unvested (“Company Unvested Option”, and collectively with agreement to which the Company Vested Optionor any of its subsidiaries is a party (collectively, each a “the "Stock Plans") to an individual listed in Section 3.4 of the Company Option”Disclosure Schedule (defined in Section 4.1(b), ) ("Management Options") shall become fully vested and exercisable as of immediately prior to the Effective Time consummation of the Offer and shall bebecome and represent, without any action on effective as of the part consummation of any holder thereofthe Offer, assumed by Parent and substituted with an option to purchase acquire the number of shares of Parent Common Stock (the “Option Consideration”a "Parent Management Option"), in accordance with rounded up to the terms of the New Stock Incentive Plan and stock option agreement nearest whole share, determined by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, multiplying (i) the number of shares of Parent Company Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options Management Option immediately prior to the Effective Time multiplied consummation of the Offer by (ii) the Option Exchange RatioRatio (as hereinafter defined), rounded down at an exercise price per share of Parent Common Stock (increased to the nearest whole share, and (iicent) the per share exercise price under each such Parent Stock Option shall be equal to the exercise price per Company Ordinary Share share of such Company Management Option immediately prior to the Effective Time divided by the Option Exchange Ratio (rounded up to the nearest whole cent)Ratio; provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Management Option to which Section 421 of the Code applies by reason of its qualification as an incentive stock option under Section 422 of the Code appliesCode, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option conversion formula shall be determined in accordance adjusted if necessary to comply with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a)Following the consummation of the Offer, the right of each holder of a Company Parent Management Option to exercise the Parent Stock Option will shall be subject to substantially exercisable upon the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company related Management Option immediately prior to the Effective Timeconsummation of the Offer. The Option Exchange Ratio shall be the sum of the Exchange Ratio plus, including in the same vesting restrictions and continued service requirements and event of a Cash Election, the same rights to vesting upon a qualifying termination number determined by dividing the amount of employment to cash consideration per share of Company Common Stock that would be included in the extent applicableMerger Consideration by the Average Parent Trading Price.

Company Options. As of (a) At the Effective Time, each option to purchase Company Ordinary Shares under of the Stock Plans that is outstanding, whether vested then outstanding Options (“Company Vested Option”as defined below) or unvested shall be (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, i) assumed by Parent and substituted with an option to purchase shares of Parent Common Stock (the “Option Consideration”)Buyer, in accordance with the terms of the New applicable Stock Incentive Plan (as defined below) and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, Buyer and its Board of Directors or Compensation Committee, as the case may be, shall be substituted for the Company and its subsidiaries and their respective Boards of Directors (iincluding if applicable the entire Board of Directors) administering any such Stock Plan, and (ii) converted into an option to purchase that number of shares of Buyer Common Stock determined by multiplying the number of shares of Parent Company Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to Option at the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (ii) the at an exercise price per share exercise price under each such Parent of Buyer Common Stock Option shall be equal to the exercise price per Company Ordinary Share share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent)Ratio; providedexcept that, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company an Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code appliesCode, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option conversion formula shall be determined in accordance adjusted, if the Company determines that such adjustment is necessary, to comply with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. If the foregoing calculation results in an assumed Option being exercisable for a fraction of a share of Buyer Common Stock, then the number of shares of Buyer Common Stock subject to such option shall be rounded down to the nearest whole number of shares. Except as specifically provided otherwise set forth in this Section 2.5(a1.4 and except to the extent required under certain agreements in effect as of the date hereof between the Company and certain of its employees, the term, status as an "incentive stock option" under Section 422 of the Code (if applicable), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same all applicable restrictions or limitations on transfer and vesting and all other terms and conditions of Options will (including except as otherwise provided in the applicable vesting scheduleStock Plan or Option) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicablepermitted by law and otherwise reasonably practicable, be unchanged. As soon as practicable following the date of this Agreement, the Board of Directors of the Company (or, if appropriate, any committee thereof administering the Stock Plans) shall adopt such resolutions or take such other actions as may be required to effect the provisions of this Section 1.4(a).

Company Options. As of (a) Subject to Section 5.3(b), at the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, outstanding and collectively with the Company Vested Option, each a “Company Option”), as of unexercised immediately prior to the Effective Time Time, whether or not vested, shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be exchanged for an option to purchase shares of Parent Common Stock (the “Option Consideration”a "Replacement Option"), and Parent shall assume each such Company Option in accordance with the terms (as in effect as of the New Stock Incentive Plan date of this Agreement) of the stock plan under which it was issued and stock option the terms of the agreement by which it is evidenced (“Parent Stock Option”)evidenced. Accordingly, in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, (i) each Replacement Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (ii) the number of shares of Parent Common Stock subject to each such Parent Stock Options Replacement Option shall be equal to the number of Company’s Ordinary Common Shares subject to such Company Options option immediately prior to the Effective Time multiplied by the Parent Stock Exchange Ratio, rounded rounding down to the nearest whole share, and (iiiii) the per share exercise price under each such Parent Stock Replacement Option shall be equal to adjusted by dividing the U.S. Dollar Equivalent (calculated on the Effective Date) of the per share exercise price per Company Ordinary Share of under such Company Option immediately prior to the Effective Time divided option by the Parent Stock Exchange Ratio (rounded and rounding up to the nearest whole cent)cent and (iv) any restriction on the exercise of any such option shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such option shall otherwise remain unchanged; provided, however, that each Replacement Option assumed by Parent in accordance with this Section 5.3(a) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction subsequent to the assumption Effective Time. As soon as practicable (and substitution of in any event no later than 15 days) after the Company Options for the Effective Date, Parent Stock Options shall be effected in a manner consistent file with the requirements of Section 409A of SEC a registration statement on Form S-8 relating to the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant issuable with respect to such option shall be determined the Replacement Options assumed by Parent in accordance with this Section 5.3(a). 40. <PAGE> (b) Notwithstanding anything to the foregoingcontrary contained in this Section 5.3, subject in lieu of assuming outstanding Company Options in accordance with Section 5.3(a), Parent may, at its election, cause such outstanding Company Options to be replaced by issuing substantially equivalent replacement stock options in substitution therefor; provided that the tax consequences of such substitution to the holders of Company Options shall be substantially equivalent to the tax consequences to such adjustments as holders if Parent had assumed such Company Options in accordance with Section 5.3(a). (c) Prior to the Effective Time, the Company shall use its reasonable best efforts to take all action that may be necessary (under the plans pursuant to which Company Options are necessary in order outstanding and otherwise) to satisfy effectuate the requirements provisions of this Section 424(a) 5.3 and to ensure that, from and after the Effective Time, holders of the Code. Except as Company Options have no rights with respect thereto other than those specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable.5.3. 5.4

Company Options. As of At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is then outstanding, whether vested (“or not exercisable, shall cease to represent a right to acquire shares of Company Vested Option”) or unvested (“Company Unvested Option”, Common Stock and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted automatically into an option to purchase shares of Parent Common Stock (the “Option Consideration”)Stock, and Parent shall assume each Company Option, in accordance with the terms of the New applicable Company Stock Incentive Option Plan and stock option or other agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) Parent and Parent Board (or an appropriate committee thereof) shall be substituted for the Company and the Company Board (or an appropriate committee thereof) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Parent Stock Options Company Option shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options Option immediately prior to the Effective Time multiplied by the Stock Option Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Stock Option Exchange Ratio (Ratio, provided that such exercise price shall be rounded up to the nearest whole cent); provided, however, that the assumption . Notwithstanding clauses (iii) and substitution (iv) of the preceding sentence, each Company Options for the Parent Stock Options Option which is an "incentive stock option" shall be effected in a manner consistent with the requirements of adjusted as required by Section 409A 424 of the Code; provided, furtherand the regulations promulgated thereunder, that in the case of any Company Option so as not to which Section 422 constitute a modification, extension or renewal of the Code applies, option within the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements meaning of Section 424(a424(h) of the Code. Except as specifically provided in Parent and the Company agree to take all necessary steps to effect the foregoing provisions of this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable3.10.

Company Options. As of Neither Parent nor Acquisition Sub shall assume any Company Options in connection with the Offer, Merger or any other transactions contemplated by this Agreement. Effective Timeupon the Offer Closing, each option to purchase outstanding unvested, unexpired and unexercised Company Ordinary Shares under the Stock Plans that is outstanding, whether vested (“Company Vested Option”) or unvested (“Company Unvested Option”, and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with an option to purchase shares of Parent Common Stock (the “Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after the Effective Time, (i) the number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and (ii) the per share exercise price under each such Parent Stock Option shall be equal to vest and become exercisable. To the exercise price per Company Ordinary Share of such Company Option immediately prior to the Effective Time divided by the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the assumption and substitution of the Company Options for the Parent Stock Options shall be effected in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately extent not exercised prior to the Effective Time, including then upon the Effective Time, each Company Option shall be cancelled. Each former holder of any such cancelled Company Option shall be entitled to receive, at the Effective Time or as soon as practicable thereafter, (i) an amount in cash, without interest and subject to Section 3.8(h), equal to (A) the excess of (1) the Cash Consideration over (2) the exercise price per share of Company Common Stock subject to such Company Option multiplied by (B) the total number of shares of Company Common Stock subject to such Company Option and (ii) a CVR for each share of Company Common Stock subject to such Company Option; provided, that, for the avoidance of doubt, the amount payable shall be zero with respect to a Company Option that has a per share exercise price that is equal to or exceeds the Cash Consideration and such Company Option shall be cancelled and terminated without any payment being made in respect thereof (whether in the form of cash or a CVR), and the holder of any such Company Option shall have no further rights with respect thereto. CVRs in respect of Company Options shall be subject to the same vesting restrictions terms and continued service requirements conditions as apply to CVRs in respect of Company Common Stock generally. As soon as practicable following the date of this Agreement, the Company shall take all actions necessary to effect the transactions contemplated by this Section 3.7(d) under the Company Stock Plan and all Company Option agreements and any other plan or arrangement of the same rights to vesting upon Company, including delivering all required notices and making any determinations and/or resolutions of the Company Board or a qualifying termination of employment committee thereof. The Company shall ensure, prior to the extent applicableEffective Time, that following the Effective Time, no holder of a Company Option (or former holder of a Company Option) or any current or former participant in any Company Stock Plan or Employee Plan shall have any right thereunder to (A) acquire any capital stock of the Company, the Surviving Corporation or their Subsidiaries or any other equity interest therein or (B) receive any other consideration in respect of such Company Option.

Company Options. As of (a) At the Effective Time, each option to purchase Company Ordinary Shares under the Stock Plans that Option which is then outstanding, whether vested (“or not exercisable, shall cease to represent a right to acquire shares of Company Vested Option”) or unvested (“Company Unvested Option”, Common Stock and collectively with the Company Vested Option, each a “Company Option”), as of immediately prior to the Effective Time shall be, without any action on the part of any holder thereof, assumed by Parent and substituted with be converted automatically into an option to purchase shares of Parent Common Stock (the “Option Consideration”)Stock, and Parent shall assume each Company Option, in accordance with the terms of the New applicable Company Stock Incentive Option Plan and stock option or other agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Rulingevidenced, except that from and after the Effective Time, (i) Parent and the Human Resources and Compensation Committee of its Board of Directors shall be substituted for the Company and the committee of the Company Board (including, if applicable, the entire Company Board) administering such Company Stock Option Plan, (ii) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Parent Stock Options Company Option shall be equal to the number of Company’s Ordinary Shares shares of Company Common Stock subject to such Company Options Option immediately prior to the Effective Time multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting from such multiplication shall be rounded down to the nearest whole share, and (iiiv) the per share exercise price under each such Parent Stock Company Option shall be equal to adjusted by dividing the per share exercise price per Company Ordinary Share of under each such Company Option immediately prior to the Effective Time divided by the Exchange Ratio Ratio, provided that such exercise price shall be rounded to the nearest cent. Notwithstanding clauses (iii) and (iv) of the preceding sentence, each Company Option which is an “incentive stock option” shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of the option within the meaning of Section 424(h) of the Code. Accordingly, with respect to any Company Option which is an incentive stock option, fractional shares shall be rounded down to the nearest whole number of shares and where necessary the per share exercise price shall be rounded up to the nearest whole cent); provided, however, that the assumption . Parent and substitution of the Company Options for agree to take all necessary steps to effect the Parent Stock Options shall be effected in a manner consistent with the requirements foregoing provisions of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Company Option to exercise the Parent Stock Option will be subject to substantially the same terms and conditions (including the applicable vesting schedule) as were applicable to the Company Option immediately prior to the Effective Time, including the same vesting restrictions and continued service requirements and the same rights to vesting upon a qualifying termination of employment to the extent applicable3.05.

Company Options. As of the Effective Time, each outstanding Option (as hereinafter defined) shall be converted into an option to acquire Acquiror Common Stock as provided in this Section 2.3(a). The term "Option" shall mean any option to purchase or acquire shares of Company Ordinary Shares Common Stock granted under the Company's 1997 Stock Plans that is outstandingOption Plan or 1998 Stock Option Plan, whether vested each as amended (“collectively, the "Company Vested Option”) or unvested (“Company Unvested Option”Stock Option Plans"), and collectively any option to acquire or purchase shares of Company Common Stock granted in connection with the Company Vested OptionMarch 1999 Financing. Following the Effective Time, each a “Company Option”)Option shall continue to have, as and shall be subject to, the terms and conditions of each agreement pursuant to which such Option was subject immediately prior to the Effective Time (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 Plan 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: (i) each Option (as converted pursuant to this Section 2.3(a)) shall be, without any action on the part be exercisable for that number of any holder thereof, assumed by Parent and substituted with an option to purchase whole shares of Parent Acquiror Common Stock equal to the product of (A) the “aggregate number of shares of Company Common Stock for which such Option Consideration”), in accordance with the terms of the New Stock Incentive Plan and stock option agreement by which it is evidenced (“Parent Stock Option”), in accordance with the terms of the Option Tax Ruling, except that from and after was exercisable at the Effective Time, (i) the number of shares of Parent Common Stock subject to such Parent Stock Options shall be equal to the number of Company’s Ordinary Shares subject to such Company Options immediately prior to the Effective Time multiplied by (B) the Exchange Ratio, rounded down 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 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 nearest whole shareprovisions 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 equal to the product of (x) such fractional part of a share of Acquiror Common Stock to which the holder would otherwise be entitled 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 exercise price under of Acquiror Common Stock issuable pursuant to each such Parent Stock Option (as converted pursuant to this Section 2.3(a)) shall be equal to the exercise price per share of Company Ordinary Share of Common Stock under such Company Option immediately prior to at the Effective Time divided by the Exchange Ratio (Ratio, rounded up to the nearest whole cent); provided, however, that the . The assumption and substitution of Options as provided herein shall not give the Company holders of such Options for additional benefits or additional (or accelerated) vesting rights which they did not have immediately prior to the Parent Stock Effective Time or relieve the holders of such Options from any obligations or restrictions applicable to their Options or the shares obtainable upon exercise of the Options. The adjustment provided 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 the requirements continued treatment of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments Options as are necessary in order to satisfy the requirements of "incentive stock options" under Section 424(a) of the Code. Except as specifically provided in this Section 2.5(a), the right of each holder of a Each Company Option to exercise the Parent Stock Option will Plan shall be subject assumed by Acquiror with respect to substantially the same terms and conditions (including the applicable vesting schedule) all outstanding Options granted under such Company Stock Option Plan as were applicable to the Company Option immediately prior to of the Effective Time, including provided, however, that no further options to purchase or acquire shares of Company Common Stock or other awards or rights shall be granted under either of the Company Stock Option Plans after the Effective Time. The duration and other terms of the converted options provided for in this Section 2.3(a) shall be the same vesting restrictions and continued service requirements and as the same rights to vesting upon a qualifying termination of employment Options except that all references to the extent applicableCompany shall be references to Acquiror 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, 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.