Common use of Company Options Clause in Contracts

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company Plans, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansPlan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent and the Company mutually agree in good faith determines writing are appropriate to reflect the substitution assumption of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule schedule, accelerated vesting provisions, and any other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansOption Plan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall will be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)Plan. All rights with respect to Company Common Stock under Company Options assumed by Parent shall will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall will be determined by multiplying (Ax) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, Time by (By) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall will be determined by dividing (Ax) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (By) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall will continue in full force and effect and the term, exercisability, vesting schedule schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option shall will otherwise remain unchanged; provided, however, that: (A1) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plans Option assumed by Parent in accordance with this Section 5.20(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B2) the Parent Board Parent’ board of directors or a committee thereof shall will succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.20(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the parties that each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansOption Plan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall will be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)Plan. All rights with respect to Company Common Stock under Company Options assumed by Parent shall will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall will be determined by multiplying (Ax) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, Time by (By) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall will be determined by dividing (Ax) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (By) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall will continue in full force and effect and the term, exercisability, vesting schedule schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option shall will otherwise remain unchanged; provided, however, that: (A1) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plans Option assumed by Parent in accordance with this Section 5.29 (a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B2) the Parent Board Parent’s board of directors or a committee thereof shall will succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.29(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the parties that each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time.

Company Options. (a) At the Effective Time, each all outstanding options to --------------- purchase Company Common Stock, including all Company options granted under Company's 1998 Stock Option Plan (the "Company Plan") and all New Options (collectively, "Company Options"), will be assumed by Parent. Each Company Option so assumed by Parent shall be entitled, in accordance with the terms of such option immediately prior to the Effective Time, to purchase after the Effective Time that is outstanding and unexercised number of shares of Parent Common Stock determined by multiplying (a) the number of shares of Company Common Stock subject to such Company Option at the Effective Time by (b) the Option Conversion Number. After the Effective Time, the exercise price for each such assumed Company Option will equal the exercise price of the Company Option immediately prior to the Effective Time under divided by the Company PlansOption Conversion Number. If the foregoing calculation results in an assumed option being exercisable for a fraction of a share or a fraction of a cent, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) then the number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall such option will be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; (iii) and the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price option will be rounded up to the nearest whole cent; and (iv) any restriction on . To the exercise of any Company Option assumed extent permitted by Parent shall continue in full force and effect and applicable law, the term, exercisability, vesting schedule schedule, status as an "incentive stock option" under Section 422 of the Code, if applicable, and all other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and will otherwise be unchanged. Continuous employment with Company will be credited to an optionee for purposes of determining the Company Plans to reflect Parent’s substitution number of shares that are vested after the Company Options with options to purchase Effective Time. Parent will cause the Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for issued upon exercise of the adjustment of assumed Company Options upon to be registered on Form S-8 of the occurrence SEC as soon as is practicable after the Effective Time but in any event no later than ten business days after the Effective Time, and will exercise commercially reasonable efforts to maintain the effectiveness of certain corporate events relate to corporate events that relate to Parent and/or such registration statement for so long as such assumed Company Options remain outstanding and will reserve a sufficient number of shares of Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by ParentStock for issuance upon exercise thereof.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansTime, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the its terms (as in effect as of immediately prior to the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common StockEffective Time). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, Time by (B) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plans Option assumed by Parent in accordance with this Section 5.12 shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B) the Parent Board Parent’s board of directors or a committee thereof shall succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.12, the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code.

Company Options. (a) At the Effective Time, the vesting of each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansOption Plan will be accelerated in full and, whether or to the extent not vestedexercised prior to the Effective Time, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall will be converted into and become an option to purchase Parent Common Stock. At the Effective Time, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)Plan. All rights with respect to Company Common Stock under Company Options assumed by Parent shall will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall will be determined by multiplying (Ax) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, Time by (By) the Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall will be determined by dividing (Ax) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (By) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall will continue in full force and effect and the term, exercisability, vesting schedule schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option shall will otherwise remain unchanged; provided, however, that: (A1) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plans Option assumed by Parent in accordance with this Section 5.17(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B2) the Parent Board Parent’s board of directors or a committee thereof shall will succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.17(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the Parties that each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time.

Company Options. (a) At the First Effective Time, each Company Option (other than Company Options held by any of the individuals set forth on Section 1.9(b) of the Company Disclosure Schedule) that is outstanding and unexercised immediately prior to the First Effective Time under the Company PlansTime, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate necessary to reflect the substitution of the such Company Options by Parent to purchase shares of Parent Common StockStock and the other terms of this Section 1.9(a)). All rights with respect to Company Common Stock under such Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the First Effective Time: (i) each such Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; provided, however, that no such Company Option shall be exercisable during the Company Options Blackout Period; (ii) the number of shares of Parent Common Stock subject to each such Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each such Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the First Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any such Company Option assumed by Parent shall continue in full force and effect and and, except as expressly provided herein, the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; providedprovided that (I) the exercise price, however, that: (A) the number of shares of Parent may amend Common Stock subject to each such assumed Company Option and the terms and conditions of exercise thereof shall be determined in a manner consistent with the requirements of Section 424(a) of the Company Options Code and (II) the exercise price, the number of shares of Parent Common Stock subject to, and the Company Plans to reflect Parent’s substitution terms and conditions of the Company Options with options exercise of each such option to purchase Parent Common Stock (such as by making any change shall also be determined in control or similar definition relate to Parent and having any provision that provides for a manner consistent with the adjustment requirements of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility Section 409A of the Company Board or any committee thereof with respect to each Company Option assumed by ParentCode.

Company Options. (a) At the Effective Time, the Company Stock Option Plan and each Company Option, whether vested or unvested, will be assumed by Parent. Company represents and warrants to Parent that SCHEDULE 5.10 hereto sets forth a true and complete list as of the date hereof of all holders of outstanding Company Options, including the number of shares of Company Common Stock subject to each such Company Option, the exercise or vesting schedule (including any accelerated vesting provisions), the exercise price per share and the term of each such Company Option. Each such Company Option that is outstanding so assumed by Parent under this Agreement shall continue to have, and unexercised be subject to, the same terms and conditions set forth in the Company Stock Option Plan and/or the applicable stock option agreements immediately prior to the Effective Time under the Company PlansTime, whether or not vested, and except that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each (i) such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon will be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely exercisable for shares of Parent Common Stock; (ii) the that number of whole shares of Parent Common Stock subject equal to each Company Option assumed by Parent shall be determined by multiplying (A) the product of the number of shares of Company Common Stock that were subject to issuable upon exercise of such Company Option, as in effect Option immediately prior to the Effective Time, Time multiplied by (B) the Exchange Ratio, Ratio and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; , and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Option assumed by Parent shall will be equal to the quotient determined by dividing (A) the exercise price per share exercise price of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole cent, subject to any adjustments necessary to protect the status of any Company Option as an incentive stock option as defined in Section 422 of the Code (if applicable). It is the intention of the parties that the Company Options so assumed by Parent qualify, to the maximum extent permissible following the Effective Time, as incentive stock options as defined in Section 422 of the Code to the extent such Company OptionOptions qualified as incentive stock options prior to the Effective Time. Within 30 business days after the Effective Time, as in effect Parent will issue to each person who, immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise was a holder of any an outstanding Company Option assumed by Parent shall continue in full force and effect and a document evidencing the term, exercisability, vesting schedule and other provisions foregoing assumption of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansPlan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines and the Company mutually agree are appropriate to reflect the substitution assumption of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule schedule, accelerated vesting provisions, and any other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time, and, further, the assumption of such Company Options pursuant to this Section 5.5(a) shall be effected in a manner that satisfies the requirements of Sections 409A and 424(a) of the Code and the Treasury Regulations promulgated thereunder, and this Section 5.5(a) will be construed consistent with this intent.

Company Options. (a) At Each Company Option shall become fully vested and exercisable immediately prior to, but contingent upon, the Effective Time. Subject to Section 2.8 and Article VIII, each share of Common Stock underlying a Company Option (whether vested or unvested) that is outstanding and unexercised immediately has not been exercised prior to the Effective Time under the Company Plans, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become canceled in consideration of payment to the holder thereof (each, an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement“Optionholder”) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior an amount equal to the Effective Time, by (B) Initial Per Share Calculation minus the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the exercise price per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by plus (Bii) the Exchange Ratio and rounding Milestone Per Share Consideration, if any, attributable to such share of Common Stock underlying such Company Option, plus (iii) the resulting exercise price up portion of the Adjusted Net Closing Cash True-Up Amount, if any, attributable to the nearest whole cent; and such share, plus (iv) any restriction on the exercise Escrow Per Share Payment Amount, if any, attributable to such share of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of Common Stock underlying such Company Option, plus (v) the Shareholders’ Representative Expense Fund Per Share Payment Amount, if any, attributable to such share of Common Stock underlying such Company Option, plus (vi) the Revenue Sharing Per Share Consideration, if any, attributable to such share of Common Stock underlying such Company Option, in each case without interest (the “Option Payment”). Each Option Payment shall otherwise remain unchangedbe adjusted for applicable withholding Taxes; provided, however, that: that payment shall be made only to those Optionholders who have delivered to the Company prior to Closing an executed consent agreement and release (Athe “Optionholder Consent Agreement”) Parent may amend in the terms form attached hereto as Exhibit D. The Option Payment shall constitute the sole consideration payable in respect of the all canceled Company Options and no additional consideration shall be paid in respect of any canceled Company Options. The Company shall take all necessary actions, including providing any required notice to Optionholders or obtaining any required consents from Optionholders, necessary to effect the transactions described in this Section 2.7(d) and to terminate the Company Plans to reflect Parent’s substitution of Option Plan effective at the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by ParentEffective Time.

Company Options. (a) At Effective as of the Effective Time, Parent shall assume the Company Option Plan and each Company Option that is outstanding and unexercised immediately prior to as of the Effective Time under (each, an “Assumed Company Option”) together with the Company Plans, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and agreement representing each such Assumed Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. AccordinglyOption; provided, from and after the Effective Time: that (i) each Assumed Company Option assumed by Parent may shall thereafter be exercised solely exercisable for shares of Parent Common Stock; (ii) the such number of shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) as equals the number of shares of Company Common Stock that were subject to such Assumed Company Option, as in effect immediately prior to Option multiplied by the Effective Time, by Option Exchange Ratio (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number), (ii) each such Assumed Company Option shall be and become exercisable only as provided in the applicable Option Reset Agreement and (iii) the exercise price per share of each such Assumed Company Option shall be equal to the exercise price per share set forth in the option agreement for such Assumed Company Option divided by the Option Exchange Ratio (rounded up to the next whole cent). For the avoidance of doubt, the foregoing adjustments shall be effected in a manner consistent with Section 424(a) of the Code. The Company and the administrator of the Company Option Plan (the “Administrator”) shall each use its commercially reasonable efforts to cause (i) the Company Option Plan to be duly amended to the extent required to permit the assumption of the Assumed Company Options as contemplated by this Section 6.14; (ii) the Company Option Plan and all Company Options that are issued and outstanding as of the Effective Time to be assumed by Parent on the terms and conditions set forth in this Section 6.14; and (iii) each holder of an Assumed Company Option to execute an Option Reset Agreement in the form attached hereto as Exhibit E (“Option Reset Agreement”). The holders of Company Options have been or will be properly given by the Company, or shall have properly waived, any required notice prior to the Merger. The Company and the Administrator shall also cause the Company Option Plan to be amended such that, after the Effective Time, (x) no further option grants may be made under the Company Option Plan, and (y) outstanding Company Options cannot be repriced. Parent shall take all corporate action necessary to reserve for issuance under the Company Option Plan a sufficient number of shares of Parent Common Stock; (iii) the per share exercise price Stock for the Parent Common Stock issuable delivery upon exercise of each the Assumed Company Option assumed by Options. Subject to applicable Law, within 90 days after the Effective Time, Parent shall be determined by dividing file a registration statement on Form S-8 (Aor any successor form) or another appropriate form with respect to the per share exercise price shares of Company Parent Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Assumed Company Options and shall use commercially reasonable efforts at least equivalent to those used in maintaining the Company Plans to reflect effectiveness of Parent’s substitution other registration statements on Form S-8 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 Assumed Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parentremain outstanding.

Company Options. (aPursuant to Section 1.7(b) hereof, prior to the Effective Time, the outstanding Company Options shall become fully vested and exercisable. At the Effective Time, each outstanding Company Option that is outstanding fully vested and unexercised exercisable, shall by virtue of the Merger be assumed by Parent. Each Company Option so assumed by Parent under this Agreement will continue to have, and be subject to, the same terms and conditions of such options immediately prior to the Effective Time under the Company Plans(including, whether without limitation, any repurchase rights or not vestedvesting provisions), and except that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may will be exercised solely exercisable (or will become exercisable in accordance with its terms) for shares of Parent Common Stock; (ii) the that number of whole shares of Parent Common Stock subject to each Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior equal to the Effective Time, by product (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; ) of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Option assumed by Parent shall will be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior equal to the Effective Time, by quotient (B) the Exchange Ratio and rounding the resulting exercise price rounded up to the nearest whole cent; and (iv) any restriction on determined by dividing the exercise price per share of any Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Option Exchange Ratio, rounded up to the nearest whole cent. Immediately after the Effective Time, Parent will issue to each holder of an outstanding Company Option a notice describing the assumption of such Company Option by Parent. It is intended that Company Options assumed by Parent shall continue qualify following the Effective Time as incentive stock options as defined in full force and effect Section 422 of the Code to the extent such Company Stock Options qualified as incentive stock options immediately prior to the Effective Time (as determined by Parent) and the term, exercisability, vesting schedule and other provisions of this section shall be applied consistent with such Company Option shall otherwise remain unchanged; provided, however, that: (A) intent. Parent may amend the terms will reserve sufficient shares of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (Bissuance under Section 1.7(b) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.hereof. For these purposes, “

Company Options. (a) At 2.11.1 Subject to Section 2.11.2, at the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansPlan, whether or not vested, automatically and that has a per share exercise price that is equal to or less than without any action on the cash value part of the Merger Considerationholder thereof, shall be assumed by and be converted into and become an option to purchase Parent Acquiror Company Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under subject to Company Options assumed by Parent Acquiror Company shall thereupon at the Effective Time be converted into rights with respect to Parent Acquiror Company Common Stock. Accordingly, from and after at the Effective Time: (i) each Company Option assumed by Parent may be exercised solely for shares of Parent Common Stock; (ii) the number of shares of Parent Acquiror Company Common Stock subject to each Company Option assumed by Parent such option shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Acquiror Company Common Stock; , (iiiii) the per share exercise price for the Parent Acquiror Company Common Stock issuable upon exercise of subject to each Company Option assumed by Parent such option shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; one ten millionth (0.0000001) of a cent and (iviii) any restriction on the exercise of any Company Option such option assumed by Parent Acquiror Company shall continue in full force and effect and the term, exercisability, vesting schedule and other terms and provisions of such Company Option option (including under any agreements evidencing the grant thereof) shall otherwise remain unchanged; provided, however, that: (A) Parent may amend to the extent provided under the terms of the a Company Options and the Company Plans Option, such option shall be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Acquiror Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); Closing Date and (B) the Parent Acquiror Company Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each such option after the Closing Date. Notwithstanding anything to the contrary in this Section 2.11.1, the conversion of each Company Option assumed by Parent.(regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Acquiror Company Common Stock shall be made in a manner consistent with Treasury Regulations Section 1.424-1, such that the conversion of a Company Option shall not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code.2

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansTime, whether vested or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Considerationunvested, shall be assumed by the Parent and converted into and become to constitute an option to purchase Parent Common Stockacquire, on the same terms and Parent shall assume the Company Plans and each conditions as were applicable under such Company Option in accordance with prior to the Effective Time (including terms (and conditions relating to such Stock Option’s term, exercisability, vesting schedule and status as in effect as an “incentive stock option” under Section 422 of the date of this AgreementCode), except as follows (i) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon will be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company Option assumed by Parent may be exercised solely exercisable for shares of Parent Common Stock; (ii) the that number of shares of Parent Common Stock subject equal to each Company Option assumed the quotient obtained by Parent shall be determined by multiplying (A) dividing the number of shares of Company Common Stock that were subject to purchasable under such Company Option, as in effect Option immediately prior to the Effective Time, Time by (B) the Exchange Ratio, and rounding the resulting number rounded down to the nearest whole number of shares of Parent Common Stock; , and (iiiii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of each such assumed Company Option assumed by Parent shall will be determined by dividing (A) equal to the product of the exercise price per share exercise price of Company Common Stock subject to at which such Company Option, as in effect Option was exercisable immediately prior to the Effective Time, by (B) Time and the Exchange Ratio Ratio, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on . No payment shall be made for fractional shares. The aggregate number of shares of Parent Common Stock issuable upon the exercise of any Company Option Options assumed by Parent pursuant to this Section shall continue be referred to in full force and effect and this Agreement as the term, exercisability, vesting schedule and other provisions “Option Shares.” Any adjustment to an incentive stock option made under this Section shall comply with Section 424(a) of the Code. The Parent’s assumption of each Company Option pursuant to this Section shall be subject to the holder of such Company Option shall otherwise remain unchanged; provided, however, that: (A) executing and delivering to the Parent may amend an Option Assumption Agreement in a form mutually agreed by the terms Parent and Company. Parent will reserve sufficient shares of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stockissuance under this Section 2.8(a); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansPlan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans Plan and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans Plan and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines and the Company mutually agree are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock). All rights with respect to Company Common Stock under Company Options assumed by Parent shall thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall be determined by multiplying (A) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall be determined by dividing (A) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such Company Option shall otherwise remain unchanged; provided, however, that: (A) Parent may amend the terms of the Company Options and the Company Plans to reflect Parent’s substitution of the Company Options with options to purchase Parent Common Stock (such as by making any change in control or similar definition relate to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock); and (B) the Parent Board or a committee thereof shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.4(a) , the conversion of each Company Option (regardless of whether such option qualifies as an "incentive stock option" within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock shall be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option shall not constitute a "modification" of such Company Option for purposes of Section 409A or Section 424 of the Code.

Company Options. (a) At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time under the Company PlansOption Plan, whether or not vested, and that has a per share exercise price that is equal to or less than the cash value of the Merger Consideration, shall will be converted into and become an option to purchase Parent Common Stock, and Parent shall assume the Company Plans and each such Company Option in accordance with the terms (as in effect as of the date of this Agreement) of the Company Plans and the terms of the stock option agreement by which such Company Option is evidenced (but with changes to such documents as Parent in good faith determines are appropriate to reflect the substitution of the Company Options by Parent to purchase shares of Parent Common Stock)Plan. All rights with respect to Company Common Stock under Company Options assumed by Parent shall will thereupon be converted into rights with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (i) each Company 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 Company Option assumed by Parent shall will be determined by multiplying (Ax) the number of shares of Company Common Stock that were subject to such Company Option, as in effect immediately prior to the Effective Time, Time by (By) the Company Common Exchange Ratio, Ratio and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; (iii) the per share exercise price for the Parent Common Stock issuable upon exercise of each Company Option assumed by Parent shall will be determined by dividing (Ax) the per share exercise price of Company Common Stock subject to such Company Option, as in effect immediately prior to the Effective Time, by (By) the Company Common Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any Company Option assumed by Parent shall will continue in full force and effect and the term, exercisability, vesting schedule schedule, status as an “incentive stock option” under Section 422 of the Code, if applicable, and other provisions of such Company Option shall will otherwise remain unchanged; provided, however, that: (A1) Parent may amend to the extent provided under the terms of the a Company Options and the Option, such Company Plans Option assumed by Parent in accordance with this Section 5.18(a) will, in accordance with its terms, be subject to further adjustment as appropriate to reflect Parent’s substitution any stock split, division or subdivision of the Company Options shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with options respect to purchase Parent Common Stock (such as by making any change in control or similar definition relate subsequent to Parent and having any provision that provides for the adjustment of Company Options upon the occurrence of certain corporate events relate to corporate events that relate to Parent and/or Parent Common Stock)Effective Time; and (B2) the Parent Board Parent’ board of directors or a committee thereof shall will succeed to the authority and responsibility of the Company Board Company’s board of directors or any committee thereof with respect to each Company Option assumed by Parent. Notwithstanding anything to the contrary in this Section 5.18(a), the conversion of each Company Option (regardless of whether such option qualifies as an “incentive stock option” within the meaning of Section 422 of the Code) into an option to purchase shares of Parent Common Stock will be made in a manner consistent with Treasury Regulation Section 1.424-1, such that the conversion of a Company Option will not constitute a “modification” of such Company Option for purposes of Section 409A or Section 424 of the Code. It is the intention of the parties that each Company Option so assumed by Parent shall qualify following the Effective Time as an incentive stock option as defined in Section 422 of the Code to the extent permitted under Section 422 of the Code and to the extent such Company Option qualified as an incentive stock option prior to the Effective Time.