Common use of Company Options Clause in Contracts

Company Options. Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time shall terminate and be cancelled and will be converted into the right to receive for each share of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes required to be withheld with respect to such payments; provided, however, that the payments otherwise payable to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007.

Company Options. Immediately prior to At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders each outstanding option to purchase shares of Company OptionsCommon Stock, the vesting of each Company Option that is outstandingwhether or not exercisable and whether or not vested, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time (a “Company Option”) shall terminate be assumed by Parent and be cancelled and will be converted into an option to purchase a number of shares of Parent Common Stock (such option, an “Exchanged Option”) equal to the right product (rounded down to receive for each share the nearest whole number) of (x) the number of shares of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof Effective Time and (by) applicable Taxes required the Exchange Ratio, at an exercise price per share (rounded up to be withheld with respect the nearest whole cent) equal to (A) the exercise price per share of such paymentsCompany Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the payments otherwise payable exercise price and the number of shares of Parent Common Stock purchasable pursuant to the individuals set forth on Schedule 2.7(f)(iExchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged 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) will of the Code and the U.S. Department of Treasury regulations thereunder, as applicable. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be held governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time, subject to the adjustments required by this Section 1.10(a) after giving effect to the Merger. At the Effective Time, each Company restricted stock award (a “Company Restricted Stock Award”), whether vested or unvested, shall be assumed by Parent and paid shall be converted into a restricted stock award with respect to a number of shares of Parent Common Stock (such restricted stock award, an “Exchanged RSA”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such individuals on January 15Company Restricted Stock Award immediately prior to the Effective Time and (y) the Exchange Ratio, 2007with the same terms and conditions as were applicable under such Company Restricted Stock Award immediately prior to the Effective Time. Parent shall assume the Company Stock Plan (the “Assumed Plan”) such that the Exchanged Options and Exchanged RSAs will be issued under the Assumed Plan, and stock options and other equity-based awards may be issued with respect to the shares available for grant thereunder as of immediately prior to the Effective Time (subject to appropriate adjustment pursuant to the Company Stock Plan and all equity-based awards granted thereunder) in respect of Parent Common Stock under such Company Stock Plan, and Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon exercise of Company Options and the issuance of stock options and other equity-based awards from the shares available for grant as of immediately prior to the Effective Time under the Company Stock Plan assumed in accordance with this Section 1.10(a). At or prior to the Effective Time, the Parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the assumption of the Company Stock Plan and the treatment of the Company Options and Company Restricted Stock Awards pursuant to this subsection, and to cause any disposition or acquisition of equity securities of Parent pursuant to this Section 1.10(a) by each individual who is a director or officer of Parent or who will become a director or officer of Parent at the Effective Time to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Parent shall file an appropriate registration statement or registration statements with respect to the shares of Parent Common Stock subject to such Exchanged Options (other than any Exchanged Options held by any former employee, director or consultant of the Company immediately prior to the Effective Time) as soon as permitted by Legal Requirements following the Effective Time and shall use 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 awards remain outstanding.

Company Options. Immediately prior to At the Effective Time, by virtue of the Merger each Company Option award, whether vested or unvested, shall, automatically and without any required action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised cease to represent an option to purchase Shares and unexpired, shall be accelerated in full so that each converted into an option to purchase a number of shares of Parent Common Stock (a “Parent Option”) equal to the product (rounded down to the nearest whole number) of (i) the total number of Shares subject to such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding award immediately prior to the Effective Time shall terminate and be cancelled and will be converted into multiplied by (ii) the right Equity Award Exchange Ratio, at an exercise price per share (rounded up to receive for each share of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount nearest whole cent) equal to the positive result of (1) the Per Share Residual Amount, minus (2i) the exercise price required to be paid to acquire the corresponding per share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock Shares subject to such Company Option contributed immediately prior to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(aEffective Time divided by (ii) hereof and (b) applicable Taxes required to be withheld with respect to such paymentsthe Equity Award Exchange Ratio; provided, however, that the payments otherwise payable exercise price and the number of shares of Parent Common Stock purchasable pursuant to the individuals set forth on Schedule 2.7(f)(i) will Parent Options shall be held by determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent and paid Common Stock purchasable pursuant to such individuals on January 15Parent Option shall be determined in accordance with the foregoing, 2007subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above and for any terms rendered inoperative by reason of the transactions contemplated by this Agreement or for such other changes that are necessary for the administration of such Parent Option and not materially detrimental to the holder thereof, following the Effective Time, each Parent Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Company Option immediately prior to the Effective Time.

Company Options. Immediately prior to At the Effective Time, by virtue of the Company Merger and without any action on the part of Parentany Party, Merger Sub, all the Company or the holders of Company Options, the vesting of each Company Option Options that is outstanding, unexercised are issued and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time shall terminate and be cancelled and will automatically, at the Effective Time, without any action on the part of the holder thereof, be converted into the right an option to receive for each share acquire a number of Company shares of Buyer Class A Common Stock that would at an adjusted exercise price per share, in each case, as determined under this Section 3.1(c)(iii) (each such converted option, a “Rollover Option”). Each Rollover Option shall be obtainable upon exercise of subject to the same terms and conditions as were applicable to such corresponding Company Option as of immediately prior to the Effective Time an amount equal (including applicable vesting conditions), except to the positive result extent such terms or conditions are rendered inoperative by the transactions contemplated by this Agreement. Accordingly, effective as of the Effective Time: (A) each such Rollover Option shall be exercisable solely for shares of Buyer Class A Common Stock; (B) the number of shares of Buyer Class A Common Stock subject to each Rollover Option shall be determined by multiplying (1) the Per Share Residual Amount, minus number of New Common Units subject to the corresponding Company Option as of immediately prior to the Effective Time (and following the recapitalization of the Company pursuant to the Company A&R LLCA) by (2) the Exchange Ratio, and then rounding the resulting number down to the nearest whole number of shares of Buyer Class A Common Stock; and (C) the per share exercise price required to be paid to acquire for the corresponding share of Company Buyer Class A Common Stock issuable upon exercise of such Rollover Option shall be determined by dividing (it being understood and agreed that such 1) the per unit exercise price shall not actually be paid to of the Company by the holder Option as in effect as of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following immediately prior to the Effective Time, provided a Company Optionholder has surrendered by (2) the Exchange DocumentsRatio, duly completed and validly executed then rounding the resulting exercise price up to the nearest whole cent. Notwithstanding the foregoing, the conversions described in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i3.1(c)(iii) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock will be subject to such Company Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes modifications, if any, as are required to cause the conversions to be withheld made in a manner consistent with respect to such payments; provided, however, that the payments otherwise payable to requirements of Section 409A of the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007Code.

Company Options. Immediately prior to At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subany Party, the Company or Stock Plans shall be assumed by the holders of Company OptionsSPAC. At the Effective Time, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Timeshall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company any Party or the holders holder thereof, (i) whether such Company Option is vested or unvested, be assumed by SPAC and become, as of the Effective Time, an option (an “Assumed Option”) to purchase, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Option immediately prior to the Effective Time, shares of SPAC Class A Common Stock, except that (A) the number of shares of SPAC Class A Common Stock subject to such Assumed Option shall equal the product of (x) the number of shares of Company Options, each Common Stock that were subject to such Company Option immediately prior to the Effective Time, multiplied by (taking into account y) the vesting acceleration provided aboveExchange Ratio, rounded down to the nearest whole share, and (B) outstanding the per-share exercise price shall equal the quotient of (1) the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time, divided by (2) the Exchange Ratio, rounded up to the nearest whole cent and (ii) solely in the case of Company Options that are vested as of immediately prior to the Effective Time shall terminate and be cancelled and will be converted (after taking into consideration any acceleration required by the terms of the Assumed Option in effect as of the date of this Agreement), have the contingent right to receive for the Earnout Shares in accordance with Section 3.05; provided that each share of Company Common Stock that would be obtainable upon exercise Option (A) which is an “incentive stock option” (as defined in Section 422 of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1Code) the Per Share Residual Amount, minus (2) the exercise price required to shall be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed adjusted in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this requirements of Section 2.7(f)(i) less (a) the Pro Rata Portion 424 of the Escrow Amount attributable to such shares Code and (B) shall be adjusted in a manner that complies with Section 409A of the Company Capital Stock subject to such Company Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes required to be withheld with respect to such payments; provided, however, that the payments otherwise payable to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007Code.

Company Options. Immediately prior to At the Effective Time, all Company Options outstanding under each Company Stock Option Plan shall not be assumed by virtue of the Merger and without any action on the part of Parent, Merger Sub, and shall have their vesting accelerated by the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisableCompany. In addition, at At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) held by any person that is unexpired, unexercised and outstanding immediately prior to the Effective Time shall, on the terms and subject to the conditions set forth in this Agreement, terminate in its entirety at the Effective Time, and the holder of each Company Option shall terminate and be cancelled and will be converted into the right entitled to receive for each share therefor an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) the number of shares of Company Common Stock that would be obtainable upon exercise of the as to which such Company Option as of was vested and exercisable immediately prior to the Effective Time an amount equal (giving effect to any acceleration of vesting resulting from the positive result of Merger), and (1ii) the Per Share Residual Amount, Amount minus (2) the per share exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and Effective Time (b) applicable Taxes required to be withheld with respect to such paymentsthe "Option Cash-Out Amount"); provided, however, that if the payments otherwise payable Per Share Amount does not exceed the exercise price of such Option immediately prior to the individuals set forth on Schedule 2.7(f)(iEffective Time, the Option Cash-Out Amount for such Option shall be zero; provided further, that nothing in this Section 1.6(d) will shall prohibit the holder of an Option from exercising such Option prior to the Effective Time in accordance with its terms. Prior to the Effective Time, the Company shall timely deliver any notices to holders of Company Options as may be held required by Parent the terms of the Stock Option Plans. Any materials to be submitted to the holders of such Options shall be subject to review and paid to such individuals on January 15, 2007approval by Parent.

Company Options. Immediately prior to At the Effective Time, by virtue of each then-outstanding Company Option, whether vested or unvested or exercisable or unexercisable, granted under the Merger Company Equity Plans, shall, automatically and without any required action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised cease to represent an option to purchase Shares and unexpired, shall be accelerated in full so that each converted into an option to purchase a number of shares of Parent Class A Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of Shares underlying such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time shall terminate and be cancelled and will be converted into (y) the right Exchange Ratio, at an exercise price per share (rounded up to receive for each share of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount nearest whole cent) equal to the positive result of (1) the Per Share Residual Amount, minus (2A) the exercise price required to be paid to acquire the corresponding per share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(aEffective Time divided by (B) hereof and (b) applicable Taxes required to be withheld with respect to such paymentsthe Exchange Ratio; provided, however, that the payments otherwise payable exercise price and number of shares of Parent Class A Common Stock purchasable pursuant to the individuals set forth on Schedule 2.7(f)(i) will Company Options shall be held by determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of shares of Parent and paid Class A Common Stock purchasable pursuant to such individuals on January 15option shall be determined in accordance with the foregoing, 2007subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to the Effective Time.

Company Options. Immediately Each option to purchase shares of Company Common Stock granted pursuant to a Company Stock Plan that is outstanding immediately prior to the First Effective Time (each, a “Company Option”) shall, as of the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger Sub, the Company or the holders any holder of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In additionOption, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior cease to the Effective Time shall terminate and be cancelled and will be converted into the right represent an option to receive for each share purchase shares of Company Common Stock that would and shall be obtainable upon exercise converted into an option to purchase a number of the Company Option as shares of immediately prior to Effective Time an amount Parent Common Stock equal to the positive result product (rounded down to the nearest whole number) of (1x) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share number of shares of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to such time and (y) the Equity Award Conversion Ratio, at an exercise price per share (rounded up to the Escrow Agent on nearest whole cent) equal to (A) the exercise price per share of Company Common Stock of such holder’s behalf pursuant Company Option immediately prior to Section 2.9(athe First Effective Time divided by (B) hereof and (b) applicable Taxes required to be withheld with respect to such paymentsthe Equity Award Conversion Ratio; provided, however, that the payments otherwise payable conversion of the Company Options as provided in this Section 3.3(a) shall in any event be done 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 conversion of such option shall be done in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above or in Section 6.4(h) of this Agreement, following the time of the conversion contemplated above, each Company Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Option immediately prior to the individuals set forth on Schedule 2.7(f)(i) will be held First Effective Time. For purposes of this Agreement, the term “Equity Award Conversion Ratio” means $57.00 divided by the Parent and paid to such individuals on January 15, 2007Trading Price.

Company Options. Immediately (i) Outstanding Options That Are Not Assumed by Parent. Parent shall not assume any, or portion of any, Company Option that (A) is held by a person who is not an employee or service provider of Parent or a Subsidiary of Parent immediately after the Effective Time, as reasonably determined by Parent in its sole discretion, (B) is outstanding and vested and exercisable (after taking into account the effect of the accelerated vesting contained in this Section 7.11(a)(i) or any contract or arrangement providing for the accelerated vesting of outstanding options) immediately prior to the Effective Time, by virtue of unless such Company Option has an exercise price, immediately prior to the Effective Time, that is equal to or greater than the Merger and without any action on Consideration, (C) is subject to the part Legal Requirements of Parent, Merger Sub, a non-U.S. jurisdiction and/or held by an employee of the Company or the holders any of Company Options, the vesting of each its Subsidiaries located in a non-U.S. jurisdiction and which Parent determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (1) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (2) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that is outstanding, unexercised and unexpired, are not assumed by Parent under this subsection (C) shall be accelerated in full so that each such Company Option option is fully vested and exercisableexercisable immediately prior to the Effective Time, or (D) is held by a non-employee member of the Company Board; provided, however, that any such Company Options that are not assumed by Parent under this subsection (D) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Appointment Time, in the event that any such non-employee member of the Company Board shall leave the Company Board at the Appointment Time, and extend the post-termination exercise period for such Company Options until the earlier of the latest possible date permitted under Section 409A of the Code and the regulations (including proposed regulations) promulgated thereunder and the date that includes the Effective Time but in no event beyond the expiration date of the Company Option, or immediately prior to the Effective Time, in the event that any such non-employee member of the Company Board shall remain on the Company Board following the Appointment Time (each, such Company Option or portion thereof, a “Cancelled Company Option”). In additionUpon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Cancelled Company Options, each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (taking into account x) the vesting acceleration provided above) outstanding aggregate number of shares of Company Common Stock that were issuable upon exercise of such Cancelled Company Option immediately prior to the Effective Time shall terminate and be cancelled and will be converted into (y) the right to receive for each Merger Consideration less the per share exercise price of Company Common Stock that would be obtainable upon exercise of the such Cancelled Company Option as of immediately prior to Effective Time an amount equal to (the positive result of (1“Option Consideration”) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Cancelled Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective TimeParent shall, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent or shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of cause the Company Capital Stock subject to, pay to such holders of Cancelled Company Options the Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) Consideration less applicable Taxes required to be withheld with respect to such payments; provided. To the extent that such amounts are so deducted or withheld, however, that the payments otherwise payable such amounts shall be treated for all purposes under this Agreement as having been paid to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid Person to whom such individuals on January 15, 2007amounts would otherwise have been paid.

Company Options. Immediately Each Company Option that (i) is unvested and outstanding as of immediately prior to the Effective Time shall, as of the Effective Time, or (ii) is vested and outstanding as of immediately prior to the Effective Time and (A) has a per share exercise price that is greater than or equal to the Merger Consideration, and (B) is held by an employee, director or consultant of the Company who is providing services to the Company as of immediately prior to the Effective Time (each such Company Option, a “Vested Out-of-the-Money Option”) shall be assumed and converted into an option to purchase, on the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time, the number of shares of Investor Parent equal to the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to the Effective Time, at an exercise price per share of Investor Parent, determined by subtracting from the per-share exercise price for the shares of Company Common Stock otherwise purchasable pursuant to the Company Option immediately prior to the Effective Time an amount equal to the difference between the Merger Consideration and the fair market value of a share of Investor Parent as of the Effective Time, with the result rounded up to the nearest whole cent (each such option, an “Investor Parent Option”). In addition, each Company Option held by a U.S. taxpayer shall be adjusted as required by Section 409A of the Code and the Treasury Regulations thereunder, so as not to constitute a modification, extension or renewal of the option, within the meaning of the Treasury Regulations under Section 409A of the Code. Each Company Option that is vested and outstanding as of immediately prior to the Effective Time (other than a Vested Out-of-the-Money-Option) shall be cancelled and terminated as of the Effective Time, and each holder of each such Company Option shall receive, subject to Section 2.8(e), an amount in cash (without interest), if any, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock that were issuable upon exercise of such vested Company Option immediately prior to the Effective Time, by virtue (y) the excess of the amount of the Merger and without any action on Consideration less the part per share exercise price of Parent, Merger Sub, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at (the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company “Vested Option (taking into account the vesting acceleration provided aboveConsideration”) outstanding immediately prior to the Effective Time shall terminate and be cancelled and will be converted into the right to receive for each share of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon The Company shall take all actions reasonably necessary to deliver all required notices under all Company Option agreements and any other plan or arrangement of the Company. For avoidance of doubt, the Company shall not take any action that would accelerate the vesting of the Company Options in connection with any of the transactions contemplated by this Agreement, except to the extent directed by Investor in Investor’s sole discretion between the date of this Agreement and the Effective Time, in which case the Company shall cause the vesting of any such Company Options to occur on or immediately prior to the Effective Time. Within three (3) Business Days after the Closing, Investor shall pay by wire transfer of immediately available funds to the Surviving Corporation, and Investor shall cause the Surviving Corporation to pay to each of the holders of vested Company Options, the applicable Vested Option Consideration (less any applicable withholding taxes payable in respect thereof) as promptly as practicable (and in no event more later than five (5the next regular payroll date) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes required to be withheld with respect to such payments; provided, however, that the payments otherwise payable to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007thereafter.

Company Options. Immediately (i) Outstanding Options That Are Not Assumed by Parent. Parent shall not assume any, or portion of any, Company Option that (A) is held by a person who is not an employee or service provider of Parent or a Subsidiary of Parent immediately after the Effective Time, as reasonably determined by Parent in its sole discretion, (B) is outstanding and vested and exercisable (after taking into account the effect of the accelerated vesting contained in this Section 7.11(a)(i) or any contract or arrangement providing for the accelerated vesting of outstanding options) immediately prior to the Effective Time, by virtue of unless such Company Option has an exercise price, immediately prior to the Effective Time, that is equal to or greater than the Merger and without any action on Consideration, (C) is subject to the part Legal Requirements of Parent, Merger Sub, a non-U.S. jurisdiction and/or held by an employee of the Company or the holders any of Company Options, the vesting of each its Subsidiaries located in a non-U.S. jurisdiction and which Parent determines may not be converted into an Assumed Company Option (as defined in the paragraph below), (1) under the applicable laws or regulatory requirements of the relevant non-U.S. jurisdiction (including by reason of a failure to obtain any required regulatory consents or approvals after making reasonable commercial efforts) or (2) under the generally applicable policies and practices of Parent with respect to the grant of equity awards in the relevant non-U.S. jurisdiction; provided, however, any such Company Options that is outstanding, unexercised and unexpired, are not assumed by Parent under this subsection (C) shall be accelerated in full so that each such Company Option option is fully vested and exercisableexercisable immediately prior to the Effective Time, or (D) is held by a non-employee member of the Company Board; provided, however, that any such Company Options that are not assumed by Parent under this subsection (D) shall be accelerated in full so that each such option is fully vested and exercisable immediately prior to the Appointment Time, in the event that any such non-employee member of the Company Board shall leave the Company Board at the Appointment Time, and extend the post-termination exercise period for such Company Options until the earlier of the latest possible date permitted under Section 409A of the Code and the regulations (including proposed regulations) promulgated thereunder and the date that includes the Effective Time but in no event beyond the expiration date of the Company Option, or immediately prior to the Effective Time, in the event that any such non-employee member of the Company Board shall remain on the Company Board following the Appointment Time (each, such Company Option or portion thereof, a "Cancelled Company Option"). In additionUpon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Cancelled Company Options, each Cancelled Company Option shall be cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to the product obtained by multiplying (taking into account x) the vesting acceleration provided above) outstanding aggregate number of shares of Company Common Stock that were issuable upon exercise of such Cancelled Company Option immediately prior to the Effective Time shall terminate and be cancelled and will be converted into (y) the right to receive for each Merger Consideration less the per share exercise price of Company Common Stock that would be obtainable upon exercise of the such Cancelled Company Option as of immediately prior to Effective Time an amount equal to (the positive result of (1"Option Consideration") the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Cancelled Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective TimeParent shall, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent or shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of cause the Company Capital Stock subject to, pay to such holders of Cancelled Company Options the Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) Consideration less applicable Taxes required to be withheld with respect to such payments; provided. To the extent that such amounts are so deducted or withheld, however, that the payments otherwise payable such amounts shall be treated for all purposes under this Agreement as having been paid to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid Person to whom such individuals on January 15, 2007amounts would otherwise have been paid.

Company Options. Immediately prior to At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subany Party, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, Share Plans shall be accelerated in full so that each such Company Option is fully vested and exercisableassumed by the SPAC. In addition, at At the Effective Time, each Company Option, whether vested or unvested, shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company any Party or the holders holder thereof, be assumed by SPAC and become, as of Company Optionsthe Effective Time, an option (an “Assumed Option”) to purchase, on the same terms and conditions (including applicable vesting, exercise and expiration provisions) as applied to each such Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time Time, shares of SPAC Class A Common Stock, except that (A) the number of shares of SPAC Class A Common Stock subject to such Assumed Option shall terminate and be cancelled and will be converted into equal the right to receive for each share product of (x) the number of Company Common Stock Shares that would be obtainable upon exercise of the were subject to such Company Option as of immediately prior to the Effective Time an amount equal Time, multiplied by (y) the Exchange Ratio, rounded down to the positive result nearest whole share, and (B) the per-share exercise price shall equal the quotient of (1) the Per exercise price per Company Common Share Residual Amountat which such Company Option was exercisable immediately prior to the Effective Time, minus divided by (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid Exchange Ratio, rounded up to the nearest whole cent; provided that each Company by Option (A) which is an “incentive stock option” (as defined in Section 422 of the holder of a Company Option). As soon as practicable (and in no event more than five (5Code) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed shall be adjusted in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this requirements of Section 2.7(f)(i) less (a) the Pro Rata Portion 424 of the Escrow Amount attributable to such shares Code and (B) shall be adjusted in a manner that complies with Section 409A of the Company Capital Stock subject to such Company Option contributed to the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes required to be withheld with respect to such payments; provided, however, that the payments otherwise payable to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007Code.

Company Options. Immediately prior to (A) Effective as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) or portion thereof), whether vested or unvested, that is held by a Continuing Employee and is outstanding and unexercised as of immediately prior to the Effective Time shall terminate be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each Company Option so assumed by Parent pursuant to this Section 1.6(c)(i)(A) shall continue to have, and be cancelled subject to, the same terms and will conditions (including vesting terms) set forth in the Plan and the option agreements relating thereto, as in effect immediately prior to the Effective Time, except that (x) such assumed Company Option shall be converted into exercisable for that number of whole shares of Parent Common Stock equal to the right product of the number of shares of Company Common Stock that were issuable upon exercise of such Company Option immediately prior to receive the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock and (y) the per share exercise price for each the shares of Parent Common Stock issuable upon exercise of such assumed Company Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock that would be obtainable upon exercise of the at which such assumed Company Option as of was exercisable immediately prior to Effective Time an amount equal the Closing Date by the Exchange Ratio, rounded up to the positive result of (1) nearest whole cent. Notwithstanding anything herein to the Per Share Residual Amountcontrary, minus (2) the exercise price required of the option, the number of shares purchasable pursuant to such option and the terms and conditions of exercise of such option shall in all events be paid determined in order to acquire comply with Section 409A of the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (Code, and in no event more than five (5) calendar days) following the Effective Time, provided a case of any Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash Option to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this which Section 2.7(f)(i) less (a) the Pro Rata Portion 421 of the Escrow Amount attributable to such shares Code applies by reason of its qualification under Section 422 of the Company Capital Stock subject to such Company Option contributed to Code, Section 424 of the Escrow Agent on such holder’s behalf pursuant to Section 2.9(a) hereof and (b) applicable Taxes required to be withheld with respect to such payments; provided, however, that the payments otherwise payable to the individuals set forth on Schedule 2.7(f)(i) will be held by Parent and paid to such individuals on January 15, 2007Code.

Company Options. Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, the vesting of each Each Company Option that is outstanding, unexercised and unexpired, shall be accelerated in full so that each such Company Option is fully vested and exercisable. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option (taking into account the vesting acceleration provided above) outstanding immediately prior to the Effective Time shall terminate be assumed by BAC and be cancelled and will shall automatically be converted into an option to purchase a number of shares of New BAC Common Stock (each, a “Rollover Option”) equal to the right product (rounded down to receive for each share the neared whole number) of (x) the number of shares of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed that is outstanding as of immediately prior to the Escrow Agent on Effective Time multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such holder’s behalf pursuant Company Option that is outstanding as of immediately prior to Section 2.9(athe Effective Time divided by (B) hereof and (b) applicable Taxes required to be withheld with respect to such paymentsthe Exchange Ratio; provided, however, that the payments otherwise payable exercise price and the number of shares of New BAC Common Stock purchasable pursuant to the individuals Rollover Options shall be determined in a manner consistent with the requirements of Section 409A of the Code as applicable to such Rollover Option; provided, further, that, in the case of any Rollover Option to which Section 422 of the Code applies, the exercise price and the number of shares of New BAC Common Stock purchasable pursuant to such option shall be determined subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Rollover Option shall continue to be governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the parties hereto and their respective boards of directors, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection. Effective as of the Effective Time, all Company Options shall no longer be outstanding and each holder of Company Options shall cease to have any rights with respect to such Company Options except as set forth on Schedule 2.7(f)(i) will in this Section 3.01(c)(i). Notwithstanding the foregoing, for the avoidance of doubt, the shares of New BAC Common Stock underlying the Rollover Options that are converted from Company In-The-Money Options shall be held by Parent included in, and paid to such individuals on January 15shall not be in addition to, 2007the total number of shares of New BAC Common Stock constituting the Transaction Consideration.

Company Options. Immediately At the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company whether then vested or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpiredunvested, shall be accelerated in full so that each such Company Option is fully vested assumed by Acquiror and exercisable. In addition, at the Effective Time, by virtue converted into an option to purchase a number of the Merger and without any action on the part shares of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option Acquiror Common Stock (taking into account the vesting acceleration provided above) outstanding immediately prior rounded down to the Effective Time shall terminate and be cancelled and will be converted into nearest whole share) (such option, an “Exchanged Option”) equal to (i) the right to receive for each share number of shares of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to the Escrow Agent on Effective Time, multiplied by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such holder’s behalf pursuant Company Option immediately prior to Section 2.9(athe Effective Time, divided by (B) hereof and (b) applicable Taxes required to be withheld with respect to such paymentsthe Exchange Ratio; provided, however, that the payments otherwise payable exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the individuals set forth on Schedule 2.7(f)(iExchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to such Exchanged 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 (including that share amounts will be held rounded down to the nearest whole share and exercise prices will be rounded up to the nearest whole cent). Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by Parent the same terms and paid conditions (including vesting and exercisability terms) as were applicable to such individuals on January 15, 2007the corresponding Company Option immediately prior to the Effective Time.

Company Options. Immediately At the Effective Time, each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company whether then vested or the holders of Company Options, the vesting of each Company Option that is outstanding, unexercised and unexpiredunvested, shall be accelerated in full so that each such Company Option is fully vested assumed by Acquiror and exercisable. In addition, at the Effective Time, by virtue converted into (i) an option to purchase a number of the Merger and without any action on the part shares of Parent, Merger Sub, the Company or the holders of Company Options, each Company Option Acquiror Common Stock (taking into account the vesting acceleration provided above) outstanding immediately prior rounded down to the Effective Time shall terminate and be cancelled and will be converted into nearest whole share) (such option, an “Exchanged Option”) equal to (A) the right to receive for each share number of shares of Company Common Stock that would be obtainable upon exercise of the Company Option as of immediately prior to Effective Time an amount equal to the positive result of (1) the Per Share Residual Amount, minus (2) the exercise price required to be paid to acquire the corresponding share of Company Common Stock (it being understood and agreed that such exercise price shall not actually be paid to the Company by the holder of a Company Option). As soon as practicable (and in no event more than five (5) calendar days) following the Effective Time, provided a Company Optionholder has surrendered Exchange Documents, duly completed and validly executed in accordance with the instructions theretoto, Parent shall pay in cash to such Company Optionholder the Closing Merger Consideration (if any) required to be paid to such Company Optionholder pursuant to this Section 2.7(f)(i) less (a) the Pro Rata Portion of the Escrow Amount attributable to such shares of the Company Capital Stock subject to such Company Option contributed immediately prior to the Escrow Agent on Effective Time, multiplied by (B) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (1) the exercise price per share of such holder’s behalf pursuant Company Option immediately prior to Section 2.9(athe Effective Time, divided by (2) hereof the Exchange Ratio and (bii) applicable Taxes required the contingent right to be withheld receive the Company Earnout Shares in accordance with respect to such paymentsSection 3.03; provided, however, that the payments otherwise payable exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to the individuals set forth on Schedule 2.7(f)(iExchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of Acquiror Common Stock purchasable pursuant to such Exchanged 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 (including that share amounts will be held rounded down to the nearest whole share and exercise prices will be rounded up to the nearest whole cent). Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by Parent the same terms and paid conditions (including vesting and exercisability terms) as were applicable to such individuals on January 15, 2007the corresponding Company Option immediately prior to the Effective Time.